Best practices for minute book maintenance
Any business entity can and should have a minute or records book. Typically, the terms are interchangeable when referring to a corporation. The term “records book” is generally the preferred term for limited liability companies and partnerships, although these entities may generate minutes too.
A well-maintained minute book or records book is a time saver and can be vital to the efficiency of a business organization's day-to-day operations. Whether minute books are maintained physically or electronically, maintaining them well and keeping accurate summary sheets can significantly increase efficiency. The practice will also save you time and money down the road in the event you want to sell your company.
Documents included in a minute book
The following documents are typically contained in a corporate minute book (in chronological order within each category):
The charter, together with any amendments and restatements, as filed with the Secretary of State
Bylaws, together with any amendments and restatements
Incorporator minutes and written consents
Stockholders' meeting minutes and written consents
Directors' meeting minutes and written consents
Resignations of directors and officers, if any
Foreign qualification filings and withdrawals, if any. If the company qualifies in several states, it can be very helpful to compile a separate qualification list that compiles the list of states in which the company is qualified, dates of qualification and dates when annual reports are due to be filed, if any.
"Doing business as" (d/b/a) certificates, if any.
IRS filings such as Form SS-4 (Application for Employer Identification Number) and Form 2553 (Election by a Small Business Corporation)
Stock ledger and certificates (if the list of stockholders is not too cumbersome. Otherwise a separate stock records book will be maintained)
Date-stamped copies of all annual reports that have been filed (optional)
Key stock restriction agreements, if any.
A properly organized corporate minute book will contain an index at the front listing each section, separated by numbered tabs, for the documents referenced above, followed by a summary sheet that details pertinent information for quick reference.
Additional information specific to corporations
The authorized classes and series of stock of the corporation, and the number of shares in each class or series, are set forth in the charter. Be sure to check amendments to the charter for any change in the number, classes or series of authorized stock since the initial filing of the charter.
The stock ledger should contain all ownership information (current and historical) on issued stock. Noting the total issued shares in each class on the summary sheet may be helpful when such information is needed quickly.
Members of the Board of Directors
The directors of a corporation are identified in the minutes or written consents containing resolutions of the stockholders electing them. Directors are elected at each annual meeting of stockholders and may be changed by a resolution at a special meeting or by written consent any time following the annual meeting. To confirm the current roster of directors, begin with the most recent annual meeting minutes or written consent of the stockholders and check all subsequent resolutions for changes in directors that may have been made at a special meeting or by written consent of stockholders. Also check for resignations and interim appointments by the board of directors.
The names of officers and the office held by each are identified in the minutes or written consents containing resolutions of directors electing them.