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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?

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Attorney answers 3

Posted

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!

Asker

Posted

I am looking for a template to use for a corporate minute book right now. Is the corporate minute book the place that I would list everything that takes place within the corporation? Such as additions/removals of directors and/or corporate officers, changes to corporate financing, issuance of securities by the corporation,etc.? Also I see on the last paragraph you mention that when the State of Michigan provides me the Annual Report to report for that specific year has an area to fill out and list the officers for the following year. I have been looking at several of these renewal Annual Reports and cannot find this area could you please point to where this is located?

James P. Frederick

James P. Frederick

Posted

There are some very good minute books available. We usually get ours from: http://www.corpkit.com/store/catalog/Minute-Books-p-1-c-527.html As for the MAR, see here: http://www.michigan.gov/lara/0,4601,7-154-35299_61343_35413_60640-136482--,00.html (The form can be filed online).

Asker

Posted

Just curious since I am a very tech oriented type of person. Could I keep a minute book and always scan everything online into my document archive library? Are online PDF scanned copies just as good (Legally) as the originals? Just wondering if this is OK since I am trying to minimize the amount of paperwork that I save and trying to stay paperless.

James P. Frederick

James P. Frederick

Posted

I would do both. If there is ever an issue, it is likely the other side will want to see your minute book. If they agree to copies, then you would have your electronic ones you can forward to them. KEEPING the minutes is more important than the form they are kept in, however, in my opinion.

Asker

Posted

So having covered everything, and now that I am a believer in keeping the minutes courtesy to you and some things I read online. I am wondering what can I do in order to bring myself up to date on my minutes? Should I just create the book and fill in what has happened and when with regards to important corporate events? Also I am wondering about the following: The State of Michigan LARA form to file the articles of incorporation has already been filed with the State a while ago, and between then and now no type of business activity has taken place except planning. The actual articles of incorporation (the legal document) has just been completed and will be signed by us sometime mid January. Do these course of events and when they took place present a problem to the legality of what we are all signing in mid January? and/or does this make us liable to potentially piercing the corporate veil?

James P. Frederick

James P. Frederick

Posted

You can certainly bring minutes up to date. It should not be difficult, given that not a lot has taken place. You can always have the minutes dated "Effective ____________," to reflect action that has already taken place. AS far as your Articles, I am not sure I follow you. It *sounds lIke* the Articles were already filed. If so, you can get a copy of the signed articles online. You should not need to sign a new set of Articles.

Asker

Posted

So on the minute book = (as an example) Effective Date - Corporation Name Issues Common Stock Shares Total: 1,000,000 About the other question: Yes the articles were filed already with the State of Michigan. The actual articles of incorporation (the legal document) has just been completed and will be signed by us sometime mid January. Do these course of events and when they took place present a problem to the legality of what we are all signing in mid January? and/or does this make us liable to potentially piercing the corporate veil? Note: By the actual articles of incorporation/legal document I am referring to the following http://investor.google.com/corporate/certificate-of-incorporation.html (PS: this is for example purposes).

James P. Frederick

James P. Frederick

Posted

Under Michigan law, you only get 60,000 shares of common stock for the minimum incorporation fee. If you need/want additional shares, then you need to pay additional fees. As for the articles, the REAL or ACTUAL Articles are the ones on file. You do not need and should not sign "new" articles. There is no legal significance of doing so, in Michigan. Delaware's and Michigan's corporation codes are different. It appears from what you sent that the Articles in the example were "amended and restated." There is a form for that in Michigan, but in my experience, it would only be used if you are changing the name of the corporation. Your articles are what was signed when you set the corporation up. You may establish corporate by-laws, at this time, along with the organizational minutes. The original articles should be kept in the minute book. If there are additional shareholders, you will want to establish a "Buy-Sell" or "Shareholder Agreement," which dictates what happens when a shareholder dies, becomes incapacitated or wishes to leave the corporation. This will avoid a lot of potential problems, down the road. This form should ALSO be kept in the minute book. It really should be drafted by an attorney, as well, to make sure it is done right.

Asker

Posted

Real Actual Articles = The non Michigan LARA form that I do not submit to the State of Michigan that describes and shows who owns what.

James P. Frederick

James P. Frederick

Posted

The articles do not deal with ownership. The ownership of a corporation is determined by the shares of stock. Most of the best minute books also have stock certificates included. This would also be something that is generally addressed in a Buy-Sell Agreement. The Articles only state the maximum number of authorized shares. (Which is 60,000, for the minimum filing fee.

Posted

I would be happy to assist with your corporate minute book for a fee. Please contact me here: 586-615-0756 - Reese8484@aol.com - 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

Posted

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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