A corporate minute book is where important records concerning a corporation are stored. This should be done with the assistance of a corporate lawyer who can assist in getting the corporation formed and organized as well as creating the minute book.
Corporations are not required by law to prepare minute books but they do need to keep certain records, and a minute book is the suggested method for doing so. These are some of the records that need to be stored:
Every corporation needs to keep organized, detailed paper records. This begins from the date that the corporation is formed when it must file Articles of Incorporation or Certificate of Incorporation. After that point, every action must be approved by an appointed board of directors. The election of officers, issues of stock, and many other transactions need to be documented to prove that the board properly authorized these actions and that they were conducted in accordance with the company's bylaws.
Corporations often need to produce proof of board approval. In addition to actions such as applying for credit or obtaining financing, documentation might be needed to deal with a legal issue or satisfy inquiries from potential investors. If these records are not kept in a secure, organized manner, situations like these will be much more complicated. They can also result in larger legal fees.
Minute books may be divided into sections which contain relevant documents along with an index. These include:
In addition to those sections, you could also include information on all of the officers and directors, the company's EIN and tax ID numbers, and any other relevant information. You can keep this information electronically or on paper, or both. You may also wish to give a copy to your attorney for safekeeping.
The owner of the company, shareholders, and secretary all have a part to play in maintaining the corporate records. It need not be complicated or difficult. Keeping the minute book up to date is the simplest way to stay organized. Keeping it current by making sure it is updated every time there is a new document that belongs there, makes the task manageable.
Keep in mind that it is an essential element of corporate administration. You don't want to be caught with incomplete records if it should need to be inspected.
There are several situations where your minute book will be required, such as:
Every major decision or resolution should be included in the minute book. If you're not sure whether or not it should be included, include it anyway. It is better to have more documentation in your minute book than you need rather than missing something important.