We are forming a C company. One of the shareholders is not a director of that company and will not participate in its business activity. On an unamious minute book , he is shown as a 50% of shareholder. Another 50% belongs to a participating in business activity shareholder and director. The question is : does it required by corporate law to have a signature of non- participating in busness shareholder on unamious minute book? Do we have register our unamious minute book in Secretary of State?
Respectfully, you need a lawyer for the questions you have and the questions you don't know you have.
Your use of the word Unanimous is confusing and of no value.
A shareholder can be a shareholder only and need not be a director. Annually shareholders have meetings and directors have meetings. Shareholders elect the directors, annually. Shareholders must sign the shareholder minutes or shareholder actions taken without meeting.
Important issues:
1) You need to correctly issue your shares with notice to the Division of Corporations, Department of Business Oversight.
2) You need to file your statement of Information in a timely way.
3) You need to get any applicable LA business license.
4) Since there is not public market for your shares, you need a "buy-sell" agreement which is not the same as corporate bylaws (which you also need). If one of you dies, becomes permanently disabled, or wants to retire, and if you don't have a formula in place to value the shares and compel a buy-out, you will have a big legal dispute.
5) You need a CPA as part of your legal team. Why you would be a C corp is not obvious from your posting, but it's normally an invitation to double taxation of the shareholders.
6) Your minute book (shares, register, bylaws, minutes) are not registered with the state. Only your articles of incorporation and your statement of information and your stock issuance documents are filed with the state.
I agree with Mr. Doland. You should use to locate a Business Attorney in your area and contact him/her. They will be able to effectively evaluate the scope of your question.
Peter Collins FreemanBusiness AttorneyLaguna Beach, CA ·
Mr. Doland has given you a great map for the road ahead of you. He has identified and explained the steps you should take to insure that your business in formation has been fully and properly organized, and is in compliance with California law. I join the other attorneys in recommending that you find and consult with counsel in your area for assistance in completing what you have begun.
