What do you mean by corporate minutes? Each year, a corporation should have a shareholder’s meeting. And the purpose of the shareholder’s meeting is to elect the directors of the corporation. So, that should be one meeting. And not all shareholders are necessarily directors, although in most small corporations the shareholders do serve as directors and officers. But you need to have separate meeting minutes for the shareholders, and their purpose is to elect the directors.
The other corporate minutes are director’s minutes. In the director’s minutes, the directors will elect the officers of the corporation; that’s the function of the directors rather than the shareholders, so you have separate minutes. And so, the directors elect the officers, and also set forth any particular corporate loans, or anything out of the ordinary, particularly if there’s been shareholder’s loans, or if you’ve loaned money to shareholders or the shareholders have lent money. Then, they need to authorize the loans in the director’s minutes to the president of the corporation. So, you need to have two sets of minutes; one for shareholders, and one for directors.
If you’d like an information sheet and assistance in preparing your corporate minutes, whether they be shareholders or directors or both, and/or filing your annual report, give me a call at 727-847-2288. Thank you.