There are a variety of corporate formalities that you'll come across as you launch and grow your business. When you started your business, whether as a side hustle or a formal business, normally the last thing on your mind are things like corporate minutes and annual meetings. You probably worked with your attorney to get your articles of incorporation prepared, your corporate agreements, and possibly some initial meeting minutes if they are required by your state. However, as your company operates, there are a variety of other times when you also need to have your meeting minutes drafted.
These meeting minutes serve a variety of purposes but are really a fancy name for the written record of the board of director meetings. Sometimes, the government in your state will need to see copies of these minutes. If you've worked with an attorney to set up your business, your corporate binder will often have a section for you to keep the original minutes for each of your meetings. Most states require companies that have made a C Corporation or S Corporation election to keep meeting minutes for their major meetings. (Note: Check with your lawyer to see if you are located in one of those states. If your company is an LLC however, you may not be required to keep minutes)
What Is In The Meeting Minutes?
While you could do it, you don’t need to hire a court reporter to take down every word that is said at your meeting. Normally, the meeting will have a person designated as the person to take notes and put them together as the "minutes" of the meeting (these minutes will normally be approved at a later time). All of the major decisions that are reached at the meeting should be recorded and there should also be enough detail in the minutes to keep a good reflection of what was the basis for the decision.
Some common information in the minutes:
- The date, time, and location of the meeting;
- Who attended the meeting;
- What items were discussed at the meeting;
- The voting results of all votes taken; and
- A notation of the time and manner of how the meeting was ended.
You can try to cobble together a form on your own. Or a better option is to spend a short time with an attorney, who can prepare a minutes form for you to use for your meetings.
Does My Business Need Minutes?
The short answer is yes. There are only five states (Delaware, Kansas, Nevada, North Dakota, Oklahoma) that do not require you to keep minutes. So unless you are in one of those states, you definitely need to make sure you are keeping proper corporate minutes. It’s also a good idea to have a copy of the minutes of the meeting sent to your lawyer for their file as well. These documents need to be kept available for members of the company to review and need to be kept on hand for at least 7 years.
Corporate minutes do not need to be elaborate or expensive, but they are an important part of your business documents that you shouldn't ignore.
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If you are thinking of starting a business or already started your business and want to make sure your legal documents are in order, let's set up a Legal Strategy Session to discuss the process and what documents would be best tailored for your company.