Private companies still have boards of directors. It's possible to have a board of directors with only one member but this is a rarity; even non-profits and pre-funding startups will usually have a board with more than one person.

> 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!”

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.

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

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

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?

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

Musk fired the board in Oct 2022. I can’t find anything about them reforming it.

It’s private now, they don’t need to disclose anything.

This is common in the US too, usually they need to file with their state. Going private will often remove the need to file publicly with the SEC though (though even then, that depends on things like how many shareholders there are, not the trading status as such).

Don't they? In the UK at least they need to be disclosed to Companies House and that data is public.

Sure enough - but that is for the UK subsidiary, which is just going to follow the US companies directions. They wouldn't be independent.

[https://find-and-update.company-information.service.gov.uk/c...]

Interestingly, they're overdue on their bill with Companies House it looks like. Oops.

Lots of entities in Delaware named Twitter Inc. (3) plus what might be a holding company or two. Hard to tell without more digging.

[https://icis.corp.delaware.gov/eCorp/EntitySearch/NameSearch...]

I was just saying more generally, I don't know if the US has similar rules. Also I think the legal entity has changed to X Corp now.

All companies have boards of directors, even privately owned ones

Small firms it is common to have a single person board of directors, where that single person is the 100% owner.

When private equity takes a large firm private, they’ll often appoint a board full of their own partners and consultants/advisers-if you own 20 different firms, you don’t want to deal with all their CEOs, you want a layer between the CEO and you-which is where the board helps.

100% subsidiaries (such as a large multinational firm’s local subsidiary in each country) commonly have multi-person boards of directors, with a handful of local senior staff on it (e.g. country director, head of local finance, HR and general counsel) - they usually all just rubber stamp whatever HQ wants, although occasionally they might refuse (e.g if local counsel insists HQ’s demands are illegal and complying with them would make the directors personally liable)

Not all companies. Only corporations are required to have boards. LLCs are not - their structure is dictated entirely by articles of organization.

It depends on the country. Where I live (Australia), we don’t have “LLCs”, we do have “PTY LTDs”, which are like an LLC - but it is a corporation and all corporations have directors, although the majority of PTY LTDs are sole director sole shareholder. Here, all companies are corporations

I should point out that in the traditional legal sense of the term, even US LLCs are corporations-it is just that people in the US have adopted some weird redefinition of “corporation” which excludes them. Under Australian law, a US LLC is a corporation, albeit a foreign one. Worldwide, I think most countries legal systems would reach the same conclusion

The British monarchy is a corporation (a corporation sole) - actually, a whole bunch of distinct single member corporations (the monarch), one for each Commonwealth realm, and also one for each Australian state and Canadian province - each called “the Crown in right of X”. Maybe that’s an example of a corporation without any directors, although one might (rather meaninglessly) claim the monarch is the sole director