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Board of Director Minutes (State of Michigan Corporation)

Grand Rapids, MI |

I filed my for-profit corporation documents with the State of Michigan LARA system on 09/01/2011 and my articles of incorporation are active and in good standing. I finally got around to finalizing the actual legal articles of incorporation & bylaws for my corporation. I have heard that a corporation needs to have board of director minutes and record these minutes because if not, decisions made by the corporation can be contested. So I am wondering how these minutes can be tracked and/or instituted into the existence of the corporation? Also I am wondering if even though I incorporated last year and did not keep track of minutes yet could I still go back in time and bring the corporate minutes up to date?

Attorney Answers 3

  1. The best way to do this is to maintain a corporate minute book. There are many available, and the exact one you use is less important than the fact that you maintain the book regularly. You do not need to file the minutes with the State or to provide a record of them to anyone, unless you are asked for them. If you are asked for them and have NOT maintained minutes, it would be a sign that you have not complied with corporate requirements and would be a possible way for someone to "pierce the corporate veil."

    If you have not already received it, the State should provide you with an Annual Report form that needs to be filed on an annual basis. This lists the officers for the coming year.

    James Frederick

    ***Please be sure to mark if you find the answer "helpful" or a "best" answer. Thank you! I hope this helps. ***************************************** LEGAL DISCLAIMER I am licensed to practice law in the State of Michigan and have offices in Wayne and Ingham Counties. My practice is focused in the areas of estate planning and probate administration. I am ethically required to state that the above answer does not create an attorney/client relationship. These responses should be considered general legal education and are intended to provide general information about the question asked. Frequently, the question does not include important facts that, if known, could significantly change the answer. Information provided on this site should not be used as a substitute for competent legal advice from a licensed attorney that practices in your state. The law changes frequently and varies from state to state. If I refer to your state's laws, you should not rely on what I say; I just did a quick Internet search and found something that looked relevant that I hoped you would find helpful. You should verify and confirm any information provided with an attorney licensed in your state. I hope you our answer helpful!

  2. I would be happy to assist with your corporate minute book for a fee. Please contact me here: 586-615-0756 - - Reese Serra

    This advise is only being offered as a courtesy. We do not have an attorney-client relationship and I do not represent you. Additional, the advice I have provided was based on the limited fact pattern provided by you. If the facts differ, my advice may not be correct. If you live in Michigan and would like legal assistance with your issue, feel free to contact me: 586-615-0756

  3. You are already aware that you may be facing a difficult position, and should seek the counsel of a licensed Michigan attorney to help resolve.

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