Board of Director Minutes (State of Michigan Corporation)

Asked over 1 year ago - 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. James P. Frederick

    Contributor Level 20

    Answered . 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. ******... more
  2. Reese Serra

    Contributor Level 13

    Answered . 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... more
  3. David B. Forest

    Contributor Level 10

    Answered . 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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