Appropriately documenting corporate minutes allows business owners to record critical business decisions and have strong documentation to address any later questions from creditors, federal, state and local courts or the Internal Revenue Service (IRS) on key business activities.

Large corporations have extensive recordkeeping guidelines with which they must comply. However, small companies are not off the hook on recording minutes. Small business owners tend to have informal meetings to discuss and decide upon critical business decisions, and must ensure all discussions and approved actions are documented. Many states have streamlined recordkeeping requirements so that this is not such a tedious process for small business owners. Consider the following tips on keeping meeting minutes:

1. Record corporate minutes for all annual owner, partner and shareholder meetings.

2. Keep a record of the minutes to document any loan, lease, line of credit or stock option transaction.

3. Document business minutes for any decision that may have federal or state tax implications.

Action Steps
The best contacts and resources to help you get it done

Automate your record of the minutes

For small businesses, one or just a few individuals play the roles of shareholder, owner, officer, director and employee. Therefore in most cases, most of a small business' meetings and activities must be recorded. Save time by automating the process of recording business minutes.

I recommend: Minute Book is an automated software that processes and records minutes and resolutions quickly. MyNewCompany.com offers a web-based, point-and-click technology that creates and manages a record of the minutes.

Download legal templates to use to record company minutes

While it's not necessary to document routine business meetings, it's important to keep a record of the minutes for all activities that affect the financial status, ownership or tax status of your business. A standard template to record minutes helps you quickly and easily document all pertinent information.

I recommend: LegalZoom offers a quick and easy three-step process to help you create custom corporate minutes. Rocket Lawyer.com offers a free download of the document used in recording meeting minutes.

Outsource your requirements for recording meeting minutes

Although time and resources may be limited, small business owners cannot afford to overlook requirements to keep a record of the minutes for annual meetings and decisions on critical business matters. Try outsourcing the work to a local service provider if you cannot keep up with your recordkeeping duties.

I recommend: Corporate Minutes is a business services provider that helps businesses keep a record of minutes for annual meetings. Check out USLegal Services for assistance with keeping company minutes.

Tips & Tactics

Helpful advice for making the most of this Guide

• •  Recording minutes is generally a good business practice that can be instrumental in protecting your business assets. If your company is sued or faces other legal recourse, the court can hold you personally responsible for your company's debts by disregarding your status as a business entity.

If your business is incorporated, you are required by law to keep minutes of key components of your business activities. Corporate minutes are essentially a written summary of the major activities of the corporation. They typically are a record of what occurred at a specific meeting of a board or a committee.

Don't be daunted by the thought of keeping corporate minutes. It's a straightforward task. Keep in mind that:

1. They don't have to be fancy. Corporate minutes can be as no-frills as a series of dated records typed on plain paper kept in a ringed binder.
2. Keep the minutes simple and easy to understand. The language should be professional and not casual, but you don't have to lapse into legalese.
3. Take notes during the meeting and type up the minutes soon thereafter so you don't forget details.
4. Use the agenda of the meeting as the framework for your minutes. You'll already have the organization of the document; you can simply fill in the details under each agenda item.

Action Steps
The best contacts and resources to help you get it done

Software programs and downloads can walk you through the steps

You can purchase or download free software or templates to help you keep corporate minutes and draft corporate resolutions.

I recommend: Check out Corporate Software Manager, MyCorporation.com and FindLegalForms.

Include essential details about each meeting

When writing up the minutes, include such basic details as the name of the organization; name of the body conducting the meeting; the date, hour and location of meeting; the list of those present and those absent; the reading of previous minutes and their approval or amendment; and unfinished business.

I recommend: For more on what to include, check out the American Management Association and Lawzilla on corporate meetings and minutes.

Select these valuable books and resources

Learn the ins and outs of keeping corporate minutes, such as when resolutions are required, from several books and one monograph.

I recommend: Consider Corporate Record Keeping Made E-Z, The Corporate Minutes Book, and The Corporate Records Handbook.

Failure to keep regular minutes can cost you money

You must record minutes to a corporate board or shareholder meeting at least once a year if you are incorporated. Failure to keep regular minutes could result in a court's decision to overturn your status as a corporation. Keeping good minutes that justify your actions can also help if you are embroiled in a legal battle over corporate decisions.

I recommend: Learn more at Click&Inc.

Discard your notes after writing up the minutes

Get rid of any notes you took of the meeting after you use them to prepare the official minutes. Your notes might not correctly depict the outcome of issues. Similarly, don't try to transcribe, word for word, everything that was said at the meeting. A summary will suffice.

I recommend: Get more details on properly writing minutes plus advice on what to leave out from ABA Bank Directors.

Tips & Tactics

Helpful advice for making the most of this Guide

• •  Don't fill your minutes with attachments. Instead make reference to documents kept elsewhere in the corporate records.
• •  If you keep your corporate minutes in your computer system, make sure you have a backup copy.
• •  Minutes are best kept in a safe place, such as a safe deposit box.
• •  What your company does in the normal course of business need not be noted in minutes, but extraordinary activities or major one-time activities should be noted.
• •  You don't need to have an attorney present at meetings where minutes are kept, but it's a good idea, especially for larger corporations.
• •  Each meeting of the board of directors and each shareholders meeting should be memorialized by corporate minutes. Keep corporate minutes for at least six years; for legal purposes, it's a good idea to keep them even longer.

When it comes to saving money on corporate minutes, you have a few choices that you might want to consider. The option that will work the best will depend on the type of situation you have.

Businesses that have one or two meetings a year may benefit from a virtual secretary, unless the corporate minutes must follow a legal formula. When you need the minutes for legal reasons, you may find you'll save money and meet all regulations by using software. Here are few options you might want to consider to save money on minutes:

1. Utilize corporate minutes software programs.

2. Implement digital strategies to reduce costs.

3. Hire a virtual secretary to take your corporate minutes.

Action Steps
The best contacts and resources to help you get it done

Try saving money on corporate minutes by using software

With a software program, you can get templates to follow for your meeting or you can use an interactive program to create the minutes as you conduct the meeting. The goal of software programs is to reduce the time you spend on the minutes, reducing the time spent on the project and reducing labor costs.

I recommend: MeetingSense Software offers case studies, proving how the software program can help you save money on corporate minutes. The case study for CoreObjects outlines how it saved money in distributing its minutes. LawVantage.com offers an interactive program designed to help you draft minutes. It offers an online demo of the program.

Take advantage of digital corporate minutes

Most companies like to provide the people in attendance with a copy of the minutes or perhaps other organizations may need copies of the corporate minutes. To reduce the cost of making the copies, including the supplies like ink and paper, consider using digital methods to provide copies. Often, you'll only need to make one copy, reducing the time and labor spent on the minutes.

I recommend: Visit the website for the Centerville City Parks & Recreation to view an example of online minutes. If you want to produce secure documents, read about the features offered by SSLPost. Using it allows you to send secure documents via email.

Outsource your corporate minutes to a virtual secretary

Hiring a virtual secretary can sometimes eliminate the need for a regular employee. With a virtual secretary, you can often hire the person just for the meeting and for the document preparation. This option makes sense for companies that only host one or two meetings a year and that want to create professional corporate minutes.

I recommend: The Virtual Secretary offers an overview of its Executive Assistant Services and covers reasons why it helps you save money. Virtual Secretary Online includes corporate minutes in its list of services. You'll find details on this service under the document preparation section.

Corporate minutes consist of voluminous, individual forms. Title each form according to its purpose, such as Meeting Summary, Call of Meeting or Meeting Participation List. While minutes vary according to individual bylaws established upon founding the corporation, they are critical to record corporate decisions. Meetings that include minutes might be formal or informal. Here is an overview of a few important titles of minute forms to include in your corporate minutes.

Action Steps
The best contacts and resources to help you get it done

Special meetings form

Special meetings account for decision-making processes for events that are unforeseen so that directors and/or shareholders can discuss and resolve issues as they arise. Special meetings require advance notice and an agenda for discussion, unless you provide members with waiver of notice form.

I recommend: Decide the level of detail and formality to include in the special meetings form from KEYTLaw.

Waiver of notice form

Use a waiver of notice form if an emergency or situation prompts a meeting under short notice, leaving no time to provide advance notice. Summarize the meeting points on the waiver of notice form and ask the shareholders to sign the form before the meeting. Legal requirements govern a waiver of notice form. Check with your corporate bylaws for specific waiver of notice rules of each corporation.

I recommend: For a nice introduction to the waiver of notice form, AllBusiness.com provides a sample and a word document template.

Written consent form

Use a written consent form when directors and/or shareholders are unable to attend corporate meetings. Written consent forms inform the non-attending parties of corporate resolution(s) for approval. Include the language of the decision for approval and ask the non-attending members for their signatures on the form before the meeting. The written consent is appropriate for routine formalities such as the approval of a tax election. It is not appropriate for decisions that might result in discussion or debate among directors or shareholders.

I recommend: Refer to a sample consent form from the Birmingham Bar Organization.

Corporate resolutions form

Corporate resolutions forms are for the purpose of recording approval of business decisions. Resolutions include hundreds of business categories from leasing property to opening new bank accounts. Each category requires specific language and is governed by the rules of the corporation. Include resolutions in the minutes of both annual and special shareholder meetings. Some resolutions require attachments to the minutes, such as when the corporation agrees to fund a project. In those cases, add the appropriate documentation.

I recommend: The CorporateBoardMinutes.com provides tips for composing a corporate resolution form.

Proxy form

A proxy is a written document authorizing a shareholder to approve another person to vote his or her shares during a shareholder meeting. Proxy forms are common in large corporations with a vast geographical base. Distribute proxy forms with the meeting notice. In certain cases, shareholders prefer to limit the duration of the proxy to less than a six-month period so that the proxy does not have long-term voting power. Shareholders should sign and date the form and specify duration.

I recommend: To customize a proxy form for your corporation, get some tips from Rocket Lawyer.

Abstention form

An abstention form reflects abstentions as 'no' votes in corporate meeting minutes. The 'no' vote is the same whether shareholders vote against a resolution or abstain from voting. Most corporation bylaws require that the majority approve resolutions. The shareholder abstention rule may not apply to the election of directors or other specific resolutions. Consult specific corporate bylaws for abstention rules.

I recommend: McDermott, Will & Emory discuss how to record conflicts, dissents and abstentions in your corporate minutes.