Corporate minutes are used to record the minutes spent in corporate or professional meetings. These minutes need to be recorded in order for a corporation to retain their legal status. This is especially true of non-profit or limited liability status organizations. Having an official record of these corporate minutes will ensure that your organization is following the law and can keep the special corporate status.
A corporate minutes document should list information about the meeting. This will include the date and time of the meeting, where it was held, and what the purpose of the meeting was. The outcome of the meeting can be included if necessary. The name and information for the person who is completing form should also be included for record-keeping purposes. Any corporate minutes document should be kept in the business’ records for as long as they are in operation.
You should use a corporate minutes template is you are required to prepare a written summary of the items that were discussed at your meeting and the actions that were taken at a meeting of shareholders or board of directors.
Most states require all S Corporations and C Corporations to keep records of major business decisions and major meetings that are held.
Currently, the states that do not require meeting minutes to be kept are: Delaware, Kansas, Nevada, North Dakota, and Oklahoma.
Companies that are formed as LLCs are not required to keep minutes.
Meeting minutes should document the important decisions that were made, any actions that were taken, and key information that was shared. Minutes do not have to include every detail, but should have enough information to serve as a corporation’s “institutional memory.”
Examples of the types of things that you need to record include:
Meeting minutes should be kept with your other important corporate documents, such as your bylaws, resolutions, and articles of incorporation. All of these documents should be kept for a minimum of seven years.
Members of the corporation are entitled to review the meeting minutes upon “reasonable request” to the corporation.
It is not necessary to file meeting minutes with the state.
You maintain a corporate minute book in order to keep clear records on any action that has been taken by your company. Over time, you may be asked to provide evidence that the company approved certain actions. Your law firm may need to look to corporate records when they are responding to due diligence requests or working on a legal opinion.
Most states require corporations to keep meeting minutes, so these records are important to maintaining your corporation’s good standing and limited liability status.