Video Summary

What are corporate minutes?  With corporate minutes, you first have minutes of the shareholder’s meeting.  The shareholders should meet once a year, and they need to elect the directors of the corporation.  A shareholder who invests money into a corporation controls their investment by electing a director.  In addition to the shareholder’s minutes, you should also have director’s minutes.  The directors, as their name indicates, give direction to the corporation and they then elect or appoint the officers of the corporation (they’re the ones that elect the officers rather than the shareholders).  They should meet annually, approve any major policy decisions and ratify or authorize the president to take various actions.  Part of this is that you can have the distinction in that the officers are the management and the directors are the ones that set policy and give direction to the corporation. 

Many people who listen to this may be in small businesses and say, “Look, Waller, you don’t understand this.  I’m a chief cook and bottle washer.  I do everything.  I’m the shareholder.  I’m the officer, I’m the director and I do everything, so that sounds like a bunch of hooey to me.”  Well, it isn’t- if you don’t treat your corporation and have these annual minutes, you’re not going to be afforded the limited liability that you’re probably seeking in doing your business as a corporation.  It could be taken that you’re just acting as if it were your business, and therefore not afforded limited liability for the acts of the corporation.  So I’d strongly suggest that you have your corporate minutes annually for both the shareholders and directors.

Sometimes folks just get incorporated and they don’t bother to get a corporate book, they don’t bother having corporate minutes, and furthermore, they don’t have any stock issued.  They really don’t have much at all and they’re only fooling themselves if they think that they have limited liability under those circumstances.  In addition, we have no idea who even owns a corporation if you don’t issue stocks.

So if you’d like for me to write up minutes for your corporation, give me a call at (727) 847-2288.

Video Summary

Do I need to keep my corporate minutes?  Yes, you do need to keep your corporate minutes, which consist of your shareholder minutes and also your director minutes.  If you want to be considered a corporation and be limited or shielded from liability for the corporate acts as a shareholder or an officer of the corporation, you need to have these minutes and you need to have them in the corporate record book annually.  They should also correspond with the annual report that you file with the Secretary of State which goes through the president, vice president, secretary, treasurer, director and resident agent. 

You need to be sure that you have corporate minutes that reflect the shareholders met and elected directors.  Then you need to have director’s minutes that they met and elected or appointed directors, and also ratified or approved substantial matters involving the corporation that the president may have done.  This is true even if you’re a one man band and you just have one shareholder and you’re the chief cook and bottle washer.  You still need to do your corporate minutes if you wish your business to be treated as a corporation rather than a sole proprietorship and the shareholders be limited on their liability.  If you don’t have a corporate book and you don’t have corporate minutes and if you haven’t issued any stock, well, you’re just fooling yourself in that you really don’t have any protection from liability.

So if you set up your own corporation and you don’t have any corporate minutes, well, give me a call at (727) 847-2288.