[skissane]

> It's possible to have a board of directors with only one member but this is a rarity

It is actually extremely common for corporations which aren’t regular business as such - for example, trustees of family trusts are commonly corporations with a single director who is the person who ultimately controls the trust. Also a common structure for sole proprietorship businesses that want some protection from legal liability.

I own a company which never has done anything (I was daydreaming). Its board of directors has one member-me. Legally, I am required to hold annual board meetings with myself, although I believe the legal obligation is met if I hold them in my head. “This year’s financial results: zero revenue, zero expenses, zero assets, zero liabilities, zero employees-another great year at does-nothing-corp!”

[lazide]

Meetings - yes, but still a good idea to write down minutes (seriously). It’s important documentation if you want the legal shield.

Otherwise, it’s easier to pierce the veil.

I once worked for a small Corp that the office manager was the board secretary and literally had a meeting with just herself for such a purpose.

[skissane]

Minutes would be important if my company actually did anything. A company that literally does nothing doesn’t have to worry about the piercing of the corporate veil, because you first need to do something before you can become liable for it

[lazide]

Unless someone sues you because of the name, or whatever. But point taken!

[singleshot_]

I'm a little confused by this comment because a sole proprietorship cannot exist in the form of a corporation. Of course, one person can have a corporation all to themselves, but the definition of a sole proprietorship is a business without a more complex form.

I'm guessing what you actually mean is "Also a common structure for one person who does business on their own, who has incorporated, and who is their own sole board member." Is my inference correct?

[skissane]

What I mean is a person who has a sole proprietorship desires greater legal protection, so they set up a corporation to replace their sole proprietorship, but it is still just a one natural person-owned business-in legal terms it is no longer a sole proprietorship, but in non-legal terms nothing has changed