S corp meeting minutes template (Word, free)

What’s in the template

The minutes open with these details:

• Corporation (legal name and state of incorporation)
• S election in effect since (tax year)
• Meeting (annual shareholders' / annual directors' / special)
• Date and time
• Location
• Notice given or waived
• Shareholders present and shares held
• Directors present
• Also present (accountant, counsel)
• Chair and secretary
• Quorum present (yes / no)

Then the body follows the meeting in this order:

1. A1. Shareholders' meeting: call to order, notice and quorum — Part A is the annual meeting of shareholders. Record shares represented, not just people; a quorum is usually a majority of shares.Shares outstanding: · Shares represented in person or by proxy: · Notice given / waived:
2. A2. Election of directors — Name each director elected and the term. In a small S corporation the shareholders usually elect themselves.Directors elected: · Term: · Vote (shares for):
3. A3. Receipt of financial statements and the prior year tax return — Record that the statements and the Form 1120-S and shareholder K-1s for the prior year were presented. Attach them rather than copying figures.
4. A4. Confirmation of S status and shareholder eligibility — Record that the shareholders confirmed no share transfer, new shareholder or second class of stock has occurred that could affect the election. Hedge: this is a check, not a legal opinion.
5. A5. Other shareholder business and adjournment — Amendments to the articles or bylaws, shareholder agreement changes, approval of a buy-sell valuation. Then the time the shareholders' meeting adjourned.Time adjourned:
6. B1. Directors' meeting: call to order and quorum — Part B is the annual meeting of directors, held immediately after the shareholders' meeting.Directors present: · Quorum: yes / no
7. B2. Appointment of officersPresident: · Secretary: · Treasurer: · Other officers: · Term:
8. B3. Officer compensation — For each shareholder-employee: the salary set for the coming year and the basis (role, hours, comparable pay data). This is the item a tax examiner reads first.Officer: · Role and time commitment: · Salary for the coming year: · Basis considered: · Vote:
9. B4. Distributions — Amount, that it is pro rata by shares (S corporations must treat all shares the same), payment date, and the board's conclusion that the company can pay it.Total: · Per share / per shareholder: · Payment date: · Vote:
10. B5. Benefit plans and accountable plan — Retirement plan contributions, health insurance for shareholder-employees, expense reimbursement policy. Record the decision; the accountant handles the treatment.
11. B6. Other resolutions and adjournment — Bank accounts, loans, leases, vehicles, signing authority. One numbered resolution each, then the time the directors' meeting adjourned.Resolution no.: · RESOLVED, that: · Vote: · Time adjourned:
12. CertificationSecretary: · Date:

At the end: resolutions adopted and action items, as tables you can keep across meetings.

The template

Download it as a Word file, or copy the text version into your own document.

S Corporation Annual Meeting Minutes

Corporation (legal name and state of incorporation): 
S election in effect since (tax year): 
Meeting (annual shareholders' / annual directors' / special): 
Date and time: 
Location: 
Notice given or waived: 
Shareholders present and shares held: 
Directors present: 
Also present (accountant, counsel): 
Chair and secretary: 
Quorum present (yes / no): 

A1. Shareholders' meeting: call to order, notice and quorum
   [Part A is the annual meeting of shareholders. Record shares represented, not just people; a quorum is usually a majority of shares.]
   Shares outstanding:
   Shares represented in person or by proxy:
   Notice given / waived:

A2. Election of directors
   [Name each director elected and the term. In a small S corporation the shareholders usually elect themselves.]
   Directors elected:
   Term:
   Vote (shares for):

A3. Receipt of financial statements and the prior year tax return
   [Record that the statements and the Form 1120-S and shareholder K-1s for the prior year were presented. Attach them rather than copying figures.]

A4. Confirmation of S status and shareholder eligibility
   [Record that the shareholders confirmed no share transfer, new shareholder or second class of stock has occurred that could affect the election. Hedge: this is a check, not a legal opinion.]

A5. Other shareholder business and adjournment
   [Amendments to the articles or bylaws, shareholder agreement changes, approval of a buy-sell valuation. Then the time the shareholders' meeting adjourned.]
   Time adjourned:

B1. Directors' meeting: call to order and quorum
   [Part B is the annual meeting of directors, held immediately after the shareholders' meeting.]
   Directors present:
   Quorum: yes / no

B2. Appointment of officers
   President:
   Secretary:
   Treasurer:
   Other officers:
   Term:

B3. Officer compensation
   [For each shareholder-employee: the salary set for the coming year and the basis (role, hours, comparable pay data). This is the item a tax examiner reads first.]
   Officer:
   Role and time commitment:
   Salary for the coming year:
   Basis considered:
   Vote:

B4. Distributions
   [Amount, that it is pro rata by shares (S corporations must treat all shares the same), payment date, and the board's conclusion that the company can pay it.]
   Total:
   Per share / per shareholder:
   Payment date:
   Vote:

B5. Benefit plans and accountable plan
   [Retirement plan contributions, health insurance for shareholder-employees, expense reimbursement policy. Record the decision; the accountant handles the treatment.]

B6. Other resolutions and adjournment
   [Bank accounts, loans, leases, vehicles, signing authority. One numbered resolution each, then the time the directors' meeting adjourned.]
   Resolution no.:
   RESOLVED, that:
   Vote:
   Time adjourned:

Certification
   Secretary:
   Date:

Resolutions adopted
No. | Resolution | Meeting (shareholders / directors) | Vote | Outcome

Action items
No. | Action | Owner | Due | Status

Example: filled-in s corp meeting minutes

What the template looks like once it’s been used. The organisation and people are made up.

Resolutions adopted

Action items

Tips for s corp meeting minutes

• Record each officer's role and approximate hours next to the salary. A figure without the work behind it is what gets questioned.
• Have each officer abstain on their own salary and say so, even when the vote is obviously going to pass.
• State distributions per share, so the record shows all shares were treated alike.
• Keep the S election acceptance letter in the minute book and refer to the tax year it began in the header.
• Number shareholder and director resolutions separately (S-2026-1, D-2026-1) so it is clear which body adopted each.
• Ask the accountant to attend or review the draft; the minutes and the tax return should tell the same story.

Related templates

• Corporate meeting minutes template — For the board or shareholders of a corporation: numbered resolutions, officer elections and the record that keeps the company separate from its owners.
• LLC meeting minutes template — For members and managers of a limited liability company, including the single-member LLC that keeps minutes to show the business is separate from its owner.
• Annual meeting minutes template — For the annual general meeting of shareholders or members: proxies, quorum counted in shares or votes, elections, the auditor and the annual report.
• Board meeting minutes template — The formal record of a board of directors meeting: quorum, motions, votes and resolutions.
• All meeting minutes templates

Or let the notes write themselves

A template helps when you’re the one typing. If you’d rather not be, an AI note taker can draft the summary and action items for you. Most send a bot into the call; QuietNote captures from your own computer instead, so nothing joins the meeting and you decide when capture starts. It’s in private beta. Whatever you use, read the draft before you send it, and tell attendees you’re recording where the rules require it.