Corporations are required by law to document many aspects of their existence. Included in this documentation are the minutes or notes taken during meetings of shareholders and the board of directors. Minutes are the written documentation of important points and decisions discussed during a meeting. Maintaining and filing these documents is a very simple process requiring an in-house filing system and the correct set of completed documents. Failure to maintain corporate minutes could cost a business its corporate status if discovered.
Inform the members of the board of directors of the impending corporate meeting by sending a “Notice Form.” The “Notice Form” can be purchased as part of a corporate document package found in office supply stores and online venues selling legal forms. The “Notice Form” can also be created by simply writing a business letter requesting the board members' presence at the board of director's meeting. The letter should include the date, place, time and purpose of the meeting. Any “Notice Form” should be signed by the corporate secretary before being sent.
Take notes during the meeting and record them on a “Minutes Form.” Again, the “Minutes Form” can be part of a purchased corporate document package or can be created as a template in a word processing program and used over and over. Include on the document a place to record the type of meeting, the date, time and place of the meeting, a list of all those in attendance and the major points affecting the company and its operation that were discussed during the meeting.
Sign the “Minutes Form” and apply the corporate seal at the bottom of the form. A corporate seal should state the name of the company and the date of incorporation. Only those authorized to use the corporate seal should have one. Corporate seals can be made through an office supply store or other business that produces embossing devices.
File the “Notice Form” and the “Minutes Form” together in a binder or other company filing system. Keep them together for easy reference. They do not have to be filed with the state or federal government. However, they should be available if asked for. Corporate minutes may be required during the course of a lawsuit or audit to justify business decisions.
- Do not be fooled by companies asking for money in exchange for filing corporate minutes. This is a scam.
- It's OK to record the minutes on note paper and then transfer them to the required form. Word-for-word documentation is not necessary; summaries are acceptable. Destroy the notes after they have been transferred.
- Note the location of attachments or other documents mentioned during the meeting; it is not necessary to attach them to the minutes.
- Legal Law Justice image by Stacey Alexander from Fotolia.com