The laws of every state require corporations to make records of its shareholder's and board of director's meetings, known as corporate minutes. Although corporate minutes need not be submitted to any governmental authority absent a lawsuit or other special circumstance, they do need to be kept on file. Failure to prepare or retain corporate minutes can result in a court stripping the corporation of its limited liability status, thereby allowing corporate creditors to reach shareholders' personal assets.
Send a Notice Form to each shareholder or director, depending on whether you are holding a shareholder's meeting or a director's meeting. The Notice Form should include the name of the corporation and its state of incorporation; the date, place and time of the meeting; and the purpose of the meeting. The form should be dated and signed by the corporate secretary. If the shareholders or directors are already aware of the meeting and all attend, you may have them all sign a Waiver of Notice Form instead of sending a Notice Form. The Waiver of Notice Form should include the same information as the Notice Form, plus a statement that they agree to waive notice and consent to the holding of the meeting.
Take notes at the meeting. The notes should include the name of the corporation and its state of incorporation; the date, place and time of the meeting; the names of the shareholders or directors who attended; the names of the directors or shareholders who were absent; the topics that were discussed at the meeting; and the text of any resolutions passed at the meeting.
Transfer the meeting notes to a Minutes Form. If the notes were handwritten, for example, transfer them to typed form and correct any spelling or grammatical errors. Keep the Minutes Form in an easily retrievable location.
Present the Minutes Form to the board of directors or the shareholders, depending on the type of meeting that was held, at the next meeting. Secure a resolution approving the minutes, and add a statement to the minutes that they were approved by either the directors or shareholders, depending on the type of meeting.
Affix the corporate seal to the Minutes Form and have the corporate secretary sign. The corporate seal should include the legal name of the corporation and its state and date of incorporation.
File the Minutes Form and either the Notice Form or the Waiver of Notice Form together in a Corporate Minutes Book that includes corporate minutes from every shareholder's and director's meeting. Keep the Corporate Minutes Book on permanent file at corporate headquarters. You might also keep a digital backup copy of these documents.
- Corporate seal
- Notice Form or Waiver of Notice Form
- Minutes Form
- Corporate Minutes Book
Tips & Warnings
- Corporate minutes can be admitted to court as evidence in the event of a lawsuit.
References & Resources
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