Keeping Corporate Minutes

Shareholder and director meeting documentation is kept in the form of minutes. Depending on the jurisdiction of your corporation, not keeping Corporate Minutes can be a liability for shareholders, especially when the shareholders are directors. Not having minutes can also be a liability if the shareholders and directors share a close relationship.

Minutes may contain notes from meetings regarding the election of officers, business policies, committee designation, allocation of authority to committees, stock (issuing and selling), conveyance of real estate or other corporate assets, mergers, reorganizations, pensions, loans and joint ventures.

Corporate minutes are also used to document bank account designation, persons to have authorized signatures on the bank accounts and major contract agreements.

If the bylaws state that shareholders must be involved in a certain decision, this should also be documented in meeting minutes when applicable. If a corporation has informal meetings, the Secretary should still keep minutes, including the signatures of all members who agreed upon a particular decision.

Laws on this topic may vary from state to state. This content is not meant to provide you with complete information and it is not intended to be legal or tax advice. It is recommended that you consult with your own attorney, accountant or other advisor regarding your specific situation.