Know Who Has the Responsibilty to Maintain the Corporate Records
Every corporation should have a secretary appointed by the corporation's board of directors. The corporate secretary's most important duty is maintaining the corporate records, including the corporate minutes book. If you don't know who your corporate secretary is, check your bylaws and most recent minutes.
Designate a Place
Although it's commonly called a "minutes book", it usually contains more than minutes and need not be in a book. While there are vendors who sell minutes books, you may be able to accomplish the same thing with a three ring binder or even a folder. Just make sure you have everything in one place.
Make Sure It Contains The Basics
At a minimum, your records book for a for-profit corporation should contain the following:
The Articles of Incorporation
Any Amended or Restate Articles of Incorporation
Meeting Minutes for the First (Organizational) Meeting
Meeting Minutes for Every Year Thereafter for Shareholders Meetings*
Meeting Minutes for Every Year Thereafter for Board of Directors Meetings*
Buy Sell Agreement or other Shareholder Agreements, if any
Close Corporation Agreements, if any
Initial Application for Federal Tax Identification Number,
IRS Form 2553, S-Election Application, if applicable
Any Additional Correspondence with the IRS
Stock Transfer Ledger
Specimen Stock Certificate
Any Notice of Exemption from Registration under Securities Laws, if applicable
* Some states may allow you to transact business without a meeting, but you should still document it , such as "Actions Taken in Lieu of Meeting"
Consider Including Other Records
Other documents that aren't required but recommended for your records book are:
(1) Any Elections to Treat Stock as IRC Section 1244 Stock
(2) Offers and Acceptance to Sell/Transfer Stock
(3) Notice of Employee Benefits, such as medical reimbursement plans
(4) Loan Agreements documenting loans from or to the Corporation
(5) Promissory Notes
(6) Leases where the corporation is lessor or lessee
(7) Intellectual Property Documentation, such as patent registrations and trademark registration certificates and assignments
(8) Management Agreements
(9) State Tax Forms, such as Applications for State Tax ID numbers or sales tax numbers
Keep It Updated
Hold meetings of shareholders and directors every year and document them with minutes. Replace leases and loan agreements as needed. Review any buy/sell or other shareholder agreements to see if they need modification or updating. If a shareholder or director leaves or is replaced, note that in the stock transfer ledger or minutes or both.
These steps will help to show that your corporation is following the proper formalities and minimize the chances someone can "pierce the corporate veil" and treat the corporation's liabilities as the personal liability of the shareholders.
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