legalDoes anyone know if the annual meetings for Corporations or Limited Liability Companies is required to be once every 12 months or once every calendar year? For example, maybe for 2016 the meeting was held in April, but for 2017 we’d like to hold it in March or May. Thoughts?
In Virginia, the Virginia Stock Corporation Act states:
§ 13.1-654. Annual meeting. A. Unless directors are elected by written consent in lieu of an annual meeting as permitted by § 13.1-657, a corporation shall hold a meeting of shareholders annually at a time stated in or fixed in accordance with the bylaws, except that a corporation registered under the Investment Company Act of 1940 is not required to hold an annual meeting in any year in which the election of directors is not required to be held under the Investment Company Act of 1940 unless the articles of incorporation or bylaws of the corporation require an annual meeting to be held.
If a meeting is not held, Virginia provides that a court may order an annual meeting:
§ 13.1-656. Court-ordered meeting. A. The circuit court of the city or county where a corporation’s principal office is located or, if none in the Commonwealth, where its registered office is located, may, after notice to the corporation, order a meeting of shareholders to be held:
- On petition of any shareholder of the corporation entitled to participate in an annual meeting if an annual meeting was not held or action by written consent in lieu thereof did not become effective within 15 months after its last annual meeting or, if there has been no annual meeting, the date of its incorporation;
While the statute does not provide a definitive answer to your question, it does provide that the corporate bylaws should dictate the rules for annual meetings, including the shifted time-frames you describe. If you bylaws are silent on the issue, you might consider amending them to specifically allow flexibility in meeting scheduling.
If no meeting is held and a single shareholder demands a meeting 15 months after the last meeting, the courts may force a meeting. Practically speaking, you should not have trouble with scheduling your meetings in non-12 month periods as long as all the shareholders are okay with the decision.
Of course this answer does not (and won’t) consider any case law on the issue. This answer is not legal advice. You should consult a qualified attorney for a definitive answer.
Because it’s probably more useful to most people visiting this question,
In Delaware, the General Corporation Law states:
§ 211 Meetings of stockholders.
(a)(1) Meetings of stockholders may be held at such place, either within or without this State as may be designated by or in the manner provided in the certificate of incorporation or bylaws, or if not so designated, as determined by the board of directors. If, pursuant to this paragraph or the certificate of incorporation or the bylaws of the corporation, the board of directors is authorized to determine the place of a meeting of stockholders, the board of directors may, in its sole discretion, determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication as authorized by paragraph (a)(2) of this section.
(2) If authorized by the board of directors in its sole discretion, and subject to such guidelines and procedures as the board of directors may adopt, stockholders and proxyholders not physically present at a meeting of stockholders may, by means of remote communication
If a meeting is not held, Delaware provides that a court may order an annual meeting:
(c) A failure to hold the annual meeting at the designated time or to elect a sufficient number of directors to conduct the business of the corporation shall not affect otherwise valid corporate acts or work a forfeiture or dissolution of the corporation except as may be otherwise specifically provided in this chapter. If the annual meeting for election of directors is not held on the date designated therefor or action by written consent to elect directors in lieu of an annual meeting has not been taken, the directors shall cause the meeting to be held as soon as is convenient. If there be a failure to hold the annual meeting or to take action by written consent to elect directors in lieu of an annual meeting for a period of 30 days after the date designated for the annual meeting, or if no date has been designated, for a period of 13 months after the latest to occur of the organization of the corporation, its last annual meeting or the last action by written consent to elect directors in lieu of an annual meeting, the Court of Chancery may summarily order a meeting to be held upon the application of any stockholder or director.
While the statute does not provide a definitive answer to your question, it does provide that the certificate of incorporation, corporate bylaws, or board of directors should dictate the rules for annual meetings, including the shifted time-frames you describe. If your bylaws are silent on the issue, you might consider amending them to specifically allow flexibility in meeting scheduling.
If no meeting is held and a single shareholder demands a meeting 13 months after the last meeting, the courts may force a meeting. Practically speaking, you should not have trouble with scheduling your meetings in non-12 month periods as long as all the shareholders are okay with the decision.
Of course this answer does not (and won’t) consider any case law on the issue. This answer is not legal advice. You should consult a qualified attorney for a definitive answer.
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