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What is Documented in the Annual Minutes?

If you are like most Idaho small-business owners, you incorporate to receive the protection of personal assets that corporations provide. In addition, your Idaho corporation can take advantage of more tax deductions than are available to you as a sole proprietor, and you can sell shares to fund expansion. Even if you are the sole shareholder, you must adhere to corporate administrative requirements. 

Requirements include: 

  • documenting board meetings
  • shareholder meeting minutes

Incorporation

As an Idaho sole proprietor, you operate a business that is not legally separate from you. Idaho permits you to incorporate your sole proprietorship into a sole shareholder corporation. To do this, your authorized representative must file articles of incorporation with the Idaho secretary of state. 

Idaho requires your Idaho corporation to have a minimum of two board positions, typically president, secretary, and director. However, all positions can be made up of only one person. 

Legal Person

Laws recognize your Idaho corporation as a legal person with constitutional rights like those you enjoy as a “natural” person. 

Your Idaho corporation has: 

  • limited liability 
  • perpetual existence 
  • centralized management 

The statutes governing your Idaho corporation require strict adherence to administrative rules, including:

  • annual renewal with the secretary of state 
  • documentation of your corporate decisions 
  • at least one shareholders’ meeting and one board of directors’ meeting annually

Sole Officer

If you hold all the required officer positions, no previous meeting announcement is necessary. 

Critical items to cover in a board meeting include:

  • dividend declarations 
  • new loan pursuits 
  • equity pursuits 
  • significant changes in your compensation 
  • You must document the date, time, and location of the meeting. 
  • You must also list the discussion items 
  • summarize the key points and document the decisions made 
  • You must note all the positions in attendance, even if you occupy all of them
  • Always sign your meeting notes and maintain them in a safe place