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.