How to File Corporate Minutes

By Larissa Bodniowycz, J.D.

How to File Corporate Minutes

By Larissa Bodniowycz, J.D.

State laws and corporate bylaws require corporations to hold two types of annual meetings: an annual shareholders' meeting and an annual board meeting. Corporations may also hold additional shareholder or board meetings throughout the year to review and make decisions on important company matters. Companies must prepare, approve, and then file official meeting minutes with the company and sometimes with the state of incorporation.

Businesspeople with laptops sitting around conference table

1. Prepare corporate minutes.

Notes kept at each shareholder and board meeting held by a corporation provide a written record of what occurred at the meeting. These notes, called minutes, should at a minimum state who was present, the matters discussed, the matters voted on, and the outcome of each vote.

It is up to the corporation to decide on the format for the minutes. Most corporate minutes include the following sections:

  • Header. The header usually states the type of meeting held and the name of the corporation.
  • Introduction. The introduction usually states the date and time of the meeting, lists who was present, and indicates whether the gathering met quorum requirements.
  • Numbered discussion topics. This section makes up the bulk of the corporate minutes. A brief summary of each topic, any related discussion, and any decisions appear under a relevant headline.
  • Dated signature. The person who prepares the minutes usually signs and dates them at the end.
  • Corporate seal. If the corporation has a seal, it typically appears at the bottom of the minutes. Corporate seals are becoming less common and are not required for minutes to be valid.

Typed minutes are preferred, as handwritten minutes can be difficult to read.

2. Approve corporate minutes.

After corporate minutes of a meeting are prepared, the shareholders or board of directors reviews them for approval at the next meeting. The review and approval process provides an opportunity to identify and correct any errors or omissions in the minutes before they become part of the corporation's official records.

3. File the minutes with internal corporate records.

After preparation and approval, the corporation files the minutes, which then become a part of the corporation's official books. These records should be kept together in one place, such as a binder or filing cabinet. It is also advisable to keep one set of hard-copy records and another set of identical electronic records as a safeguard in case one set is accidentally lost or destroyed.

4. In limited circumstances, file the corporate minutes with the state.

Most of the time, corporate minutes only require filing with the corporation itself. In some states, under very limited circumstances, the minutes may need to be filed with the state agency that regulates businesses, usually the Secretary of State. For example, some states require that when a corporation transfers to another state, the minutes approving the decision be filed with the state that the corporation leaves.

Once you're done filing, you can rest assured that you have completed another task that helps keep your company well-organized and in compliance.

This portion of the site is for informational purposes only. The content is not legal advice. The statements and opinions are the expression of author, not LegalZoom, and have not been evaluated by LegalZoom for accuracy, completeness, or changes in the law.