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.