What Are Corporate Minutes?
What are corporate minutes? Corporate minutes document what people talked about at formal meetings, such as actions taken or decisions made by the company.3 min read updated on February 01, 2023
What are corporate minutes? Corporate minutes document what people talked about at formal meetings, such as actions taken or decisions made by the company. These minutes are usually taken by a secretary during a formal meeting. Corporate minutes should summarize key decisions made and they do not need to talk about every minute detail.
What to Include in Meeting Minutes
Meeting minutes need to include a variety of things so you can use them to recall important details of the meeting. Include the following items so the minutes are helpful in the future:
- When and where the meeting took place
- Who came to the meeting (note if anyone left early or arrived late)
- Who is running the meeting and if a quorum was there
- The purpose of the meeting
- The items that are on the agenda
- A detailed account of who voted for what for each question
- When the meeting ended
How to Write Corporate Minutes
To write the minutes, you must take good notes during the meeting. Write down the minutes as soon as possible so you don't forget anything. To save time, don't write down the minutes word for word during the meeting. There are templates you can use as a guide to write the minutes in an organized and clear fashion. When using a template, just put the information in the blank spots and then print a copy to store for safekeeping.
Pay attention when someone is speaking and only write down key phrases that are accurate. If a person argues for a long time, write down that they simply agree or disagree with the point. The whole argument does not need to be included, just a simple reason why they do or do not concur with the agenda item. If people are looking at a document, make note of the name of it, when it is from, and attach a copy to the meeting minutes.
Notes are acceptable either by hand or on a laptop, although a laptop is preferable for creating digital records. Ask if the leader of the meeting prefers one method or another since the sound of typing is distracting to some people.
Make sure you record how members vote on any particular items. Jot down any abstentions as well. In most cases, resolutions tend to pass without objection, so noting dissenters is essential.
Finally, write down the time the meeting comes to an end. Include the name of the person who officially adjourned the meeting.
The Board of Directors usually needs to approve the minutes before they become official. Because these minutes are very important in preventing legal issues over the information covered in the meeting, it is essential that company leaders approve them right away. The minutes serve as proof for all the decisions reached in the meeting with full disclosure of the shareholders and board in mind.
How to Prepare for the Meeting
Give proper notice to people who need to attend the meeting. Shareholders must all be invited to a shareholders' meeting, directors to a directors' meeting, and so on. If a person decides not to attend, they have to sign a waiver saying they agreed not to attend. Give everyone who attends the meeting a packet of information about topics of discussion and voting issues This packet should contain the documents necessary for the meeting as well as minutes of the last meeting.
Who Is Required to Keep Meeting Minutes?
Keeping meeting minutes for S corporations and C corporations is a requirement in most states. Delaware, Nevada, Kansas, North Dakota, and Oklahoma do not require corporations to keep corporate minutes. If you own a LLC, you do not have to keep any minutes. It's challenging for a small business owner to keep track of their meetings and minutes, but it is still very important.
What Is Done with Meeting Minutes?
Keep meeting minutes with any other corporate records. They aren't kept on file with the state, sosave them for at least seven years if a need arises later. These minutes help protect the limited liability status and good standing of the corporation. Keep the minutes for when the shareholders or directors want to view them to see what happened at a meeting.
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