Maintaining Corporate Minutes

Minutes are retained as evidence of shareholder and director meetings. Depending on your corporation’s jurisdiction, failing to retain Corporate Minutes might constitute a liability for shareholders, particularly if the shareholders are directors. If the shareholders and directors have a tight connection, not having minutes might be a problem.

Meeting minutes may include comments on the election of executives, business policies, committee designation, delegation of power to committees, stock (issue and selling), transfer of real estate or other corporate assets, mergers, reorganizations, pensions, loans, and joint ventures.

Corporate minutes are also used to record bank account designations, authorized signatures on bank accounts, and key contract agreements.

If the bylaws require shareholders to be engaged in a particular decision, this should be reflected in meeting minutes. Even if a business has informal meetings, the Secretary should record minutes that include the signatures of all members who agreed on a certain decision.