Q:

What needs to be in the minutes of a corporate meeting?

A:

Quick Answer

The minutes of a corporate meeting must include the meeting's agenda, a list of attendees, and the time, date and location of the meeting. Corporate meetings must indicate how attendees voted on issues, including participants who abstained from voting as well as participants who arrived late or left early.

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Full Answer

The time a meeting was adjourned and a brief description of each agenda item must also be included in the minutes. Meeting attendees should be allowed to amend the minutes before they are finalized, since minutes are official documents. Most states require corporations to keep minutes of annual general meetings. A corporation must document major business decisions in its minutes in order to maintain its limited liability status.

Most states allow shareholders to sign a written consent document authorizing specific actions by the board of directors instead of an in-person meeting. Such a written consent must be signed by the required number of shareholders; it is also a part of the minutes. The IRS usually requests corporate minutes when auditing a corporation, which indicate whether a corporation was being operated properly.

If proper minutes of a corporation's decisions are not kept, shareholders may be held personally responsible for a corporation's debts. In such a case, the personal assets of shareholders may be seized to repay such debts.

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