What Are Minutes and Why Do I Need Them?

Every corporation must maintain corporate "minutes" regarding the activities of the company and they are considered the "memory" or 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, although more than one meeting is usually held in a year.

The corporate Secretary should prepare the minutes and have them signed, sealed and maintained in the corporate book.

You can also hire an attorney to help you prepare the corporate minutes or you can prepare them on your own.  The process is fairly simple.

However, if you choose to maintain your own corporate minutes, be sure you understand all of the requirements for meetings and notices for meetings as outlined in your corporate bylaws.  Typical procedures and issues include the following:

  • Notice requirements to shareholders
  • Quorum requirements
  • Clear and accurate notation of any resolutions taken by the board 
  • Appointment of directors or officers
  • Financial decisions

In sum, corporate minutes should be the record of all key decisions made by the board that effect the corporation and to make sure that you are compliant with California laws, it is better to have an over-abundance of records than too little too late. 

© 2012 Shirley Kim, Esq.  All Rights Reserved.  The above discussion is intended to be a general commentary.  Each situation has different facts and you should hire a licensed attorney to handle your specific case.  This article is not intended to create an attorney-client relationship nor is it intended to be legal advice for your specific situation.  Should you have additional questions, please feel free to contact me.

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