Keeping Corporate Minutes

Minutes are legal records that document actions and approve business decisions made by the principals of the business throughout the year. It is important to have and document a separation between the owners and their companies.

State law requires corporations to prepare Annual Minutes of the Shareholders. Additionally, Board of Directors Minutes are necessary to document actions taken on behalf of the corporation throughout the year and serves as a track record to document what business has transpired and to confirm the approval of the officers and directors decisions.

Although some state laws do not require LLCs to have minutes, it is recommended to document the actions approved by the members and/or managers. Also, it is common in an LLC for the operating agreement to indicate a requirement to prepare Minutes.

Without current and complete Minutes, the shareholders, officers and/or directors could be held personally liable for the actions of the corporation. Even worse, the legal protection could be in jeopardy if a creditor successfully pierces the corporate veil due to the corporation’s failure to keep complete Minutes.

As a general rule, a corporation may be disregarded if it does not maintain a separate identity from its shareholders. In determining whether the corporation has maintained its separate identity, courts consider the degree to which the corporate legal formalities have been maintained, and the degree to which individual and corporate assets and affairs have been comingled.

Minutes include important items such as:

  • Annual Meeting of the shareholders
  • Election of or changing officers and directors
  • Changes in bank accounts (authorized signers, new accounts)
  • Filing for S corporation election
  • Recording tax decisions and benefits
  • Retaining professionals such as a CPA or lawyer

Protect Yourself

The Compass Group Paperwork Program completes your annual minutes utilizing a quick and easy on-line questionnaire.

Your corporate protection may be in jeopardy if a creditor successfully sues you and pierces the corporate veil due to the failure of keeping complete minutes. Contact us online or call us toll free today at 1-877-834-8211 and get complaint now.

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DISCLAIMER: Compass Group and its employees or agents are not in the business of providing tax or legal advice. If legal advice or other expert assistance is required, the services of a person in those professions should be sought. Compass Group, its employees and agents do not make any factual determination as to the validity of any business deduction for tax purposes. Compass Group does not expressly or impliedly endorse, accept, or validate any business record produced by Compass Group on behalf of Client. The Completed Documents produced by Compass Group through this written request are based solely upon the information provided by the client.