Corporate Minutes

Every corporation must maintain corporate "minutes" regarding the activities of the corporation. Corporate minutes are the official record of the events that occurred during any corporate meeting. Under California law, a corporation is required to have at least one annual meeting per year.

The minutes must contain accurate and up-to-date information. Do not procrastinate in preparing your corporate minutes and keep them in your corporate books. Do you need to have an attorney prepare your minutes for you? It is a good idea, but you can certainly create and maintain the records on your own.

If you prefer to maintain your own corporate minutes, the process is fairly simple. The corporate minutes must be taken during your corporate meeting and follow the procedures laid out in your corporate bylaws. Typical procedures and concerns include the following:

• Satisfy the notice requirements to shareholders regarding the meeting or waive the same.
• Give notice with sufficient time as required by your bylaws.
• Make sure to note that a quorum was established for the meeting as required by your bylaws.
• Make clear notes on any resolutions undertaken by the board and note the vote taken on the resolution in question.
• Make sure the Secretary views and signs the minutes as required by the corporate bylaws and California Corporate law.
• Prepare a resolution regarding all salary decisions for officers or directors.
• Prepare a resolution regarding all bonuses paid to any director, officer or employee.
• Prepare a resolution for any dividends to be paid by the corporation.
• Prepare resolutions for any significant contracts to be entered into by the corporation. 

Corporate minutes should cover any and all key decisions made by the board that effect the direction of the corporation. This is particularly true for the appointment of directors or officers. You should also consider having resolutions passed on any corporate decision that might be questioned by the IRS, such as loans to shareholders.

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The above discussion is intended to be a general commentary on legal issues. Each situation is different and this article is not intended as legal advice for your specific situation. Further, nothing in this article is intended to create an attorney-client relationship. If you have additional questions, please contact me.

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