Keeping Your Corporate Minutes

Effectively recording minutes can help you avoid legal issues
By Tom Nutile, Principal TN Communications Group 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.

 

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

• 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.