How To Make Corporate Minutes

If you run a corporation of any size, the law requires you to keep corporate minutes. Failure to do so can result in shareholders losing personal liability protections. The company can also lose certain court cases as well as corporate tax benefits. Keeping corporate minutes can seem a daunting or tedious process for the leaders of any size corporation, but knowing the steps and properly following them can help ensure your success. The information provided here is for general information only and should not be used as legal advice.

Basic Steps To Keeping Corporate Minutes

  1. Start recording minutes for major company events. This includes every meeting or event in which significant decisions or changes are made. Handwrite the details or make an audio recording if you prefer, with plans to create a typed version later. For additional help, check out free templates for making corporate minutes.
  2. Include all the pertinent details. Document pertinent specifics like the date, time, and any key decisions or changes made related to financial, legal, or tax issues. If you are recording meeting minutes, include the above information as well as names of those who were present. If board members voted on items, list the outcome and vote tally. When possible, keep the minutes short and sweet.
  3. Transfer notes to a typed version, if needed. If you handwrote your minutes or audio recorded them, now is the time to type them. Be sure to correct any spelling or grammar errors.
  4. Distribute copies of the minutes. After a shareholder or director meeting, provide copies of the minutes to those who were present. Many corporations hand these out at the next scheduled meeting. Be sure to also furnish copies upon request as required by law.
  5. Store your minutes. Most companies do this by keeping them in an official corporate minutes book that also contains articles of incorporation, by-laws, and share certificates. Keep the book in a safe place at your corporate headquarters. Also save digital copies of all minutes.

What are corporate minutes?

Corporate minutes are official notes documenting official actions or decisions made by a company. Many such actions will be made at meetings of shareholders or the board of directors. All states require corporations to keep corporate minutes. Having such detailed records will help in the event of litigation or IRS audits. Corporate minutes are a surefire way to keep shareholders abreast of significant corporate decisions.

What events should be recorded in corporate minutes? (Make a bulleted list)

  • Hirings, firings, and employee raises
  • When a new bank account is created
  • When new stock is issued
  • When new officers are appointed
  • Any other significant decisions or changes regarding legal, financial, or tax issues

What can happen if I fall behind in my corporate minutes?

  • Shareholders may lose personal liability protections.
  • The corporation may lose corporate tax benefits.
  • The corporation may lose certain court cases.

When might I need to refer back to my minutes?

  • Disciplinary meetings with employees
  • IRS audits
  • Court cases in which documents are requested

Is there any help available online?

Check out free templates for making corporate minutes. Printable pages provide places to list meeting dates and times, names of those present, action items, and key decisions made.

In Depth

If you're a small business owner or part of a larger corporation, it pays to maintain proper records. In fact, the law requires companies that are incorporated to keep corporate minutes. Documenting company-related events can be a daunting task for a small business owner. However, if you fall behind, you may lose tax benefits, liability protections, and the outcome of court cases. Keeping corporate minutes involves recording the details of any instances where key decisions are made or important activities take place.

You should keep minutes of annual meetings of shareholders and the board of directors. Also document significant events like employee hirings, firings, and raises, appointment of new officers, creation of new bank accounts or loans, and issuance of stock.

Unlike the shareholder meetings of mega-corporations such as Walmart, your meetings probably aren't attended by the likes of celebrity performers such as Taylor Swift or Justin Timberlake. Even though your own company events are often not quite as exciting, you still need to pay close attention and record important information.

Unlike the shareholder meetings of mega-corporations such as Walmart, your meetings probably aren't attended by the likes of celebrity performers such as Taylor Swift or Justin Timberlake.

Ezvid Wiki introduces five steps to making corporate minutes. We aren't lawyers and this isn't legal advice, but if you fail to follow the proper procedure, you could be putting your business in jeopardy. Get started now so you don't miss any of the important steps. Refer to our full guide right here on this page. You can find it beneath this video.

Step #1: Record your minutes for every significant company meeting or event. Choose whatever process you prefer, whether it is handwriting the information or typing it. If you prefer, use an audio recorder with plans to transfer the information to a typed copy soon later. Whatever you choose, be sure to capture all the important information. Note that various printable templates for keeping minutes are available online, free of charge.

Step #2: It is important to know what to include in each set of minutes. Include pertinent details like the date, time, and a summary of any key actions or decisions made. Record any activity related to important financial, legal, or tax issues. If there is a company or executive meeting, list the location and the names of those who are present. If board members are voting on items, include the outcome and the number of votes both for and against each initiative.

Include pertinent details like the date, time, and a summary of any key actions or decisions made.

Record any action items agreed upon in the meeting and the name of the person responsible for carrying out each action. You might be wondering what not to record in company minutes. Many businesses don't keep records of discussion points or activities that are not crucial to major company decisions or legal matters.

Step #3: If you wrote your minutes by hand or simply captured an audio recording, transfer them to a typed format and be sure to correct any spelling or grammar errors.

Step #4: After a meeting of shareholders or directors has taken place, provide copies of minutes from meetings to them. You can provide this at the next regularly scheduled meeting. Some corporations secure a resolution at that time approving the minutes. Note that at any time, stakeholders are entitled to seek a copy of minutes from a meeting. Be sure to comply with such requests, as litigation can ensue if you fail to produce the documents or deny the request.

Note that at any time, stakeholders are entitled to seek a copy of minutes from a meeting.

Step #5: Keep all your minutes documents together in a corporate minutes book. Most companies fill this book with all minutes, in addition to articles of incorporation, by-laws, and share certificates. Keep this book on permanent file at your headquarters. Be sure to keep a digital backup of all the documents as well.

Following are two examples of events that should be covered in corporate minutes. The first is employee discipline or termination. As litigation has often ensued over these types of situations, keeping a detailed record of the circumstances is vitally important. While we cannot be absolutely certain, when Apple's Board of Directors fired Steve Jobs in 1985, chances are it was well-documented in the corporate minutes.

Corporate minutes are considered to be legal documents by the courts. If the IRS comes knocking on your door to conduct an audit, one of the first things the agents will ask for is the corporate minutes. You surely do not wish to keep them waiting while you scramble to find your minutes or actually bring the minutes up to date. Keeping the minutes organized and complete can avoid such stressful situations.

You surely do not wish to keep them waiting while you scramble to find your minutes or actually bring the minutes up to date.

In all, for companies both small and large, taking the time to document key decisions and changes can save you money and headaches down the line and free up your time to focus on other aspects of your business.