

Ask HN: What is the easiest way to comply with corporate minutes? - cpg

What is the simplest way that you use to keep the required* corporate minutes of shareholder&#x2F;director proceedings?<p>When there is not a lot going on in terms of funding, board changes, etc., I&#x27;m wondering what you use out there. Is there a template?<p>[*] at least in California, section 1500
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MichaelCrawford
Your board needs to elect a certain specific set of officers, one of which is
the Secretary. That is still required even if there is only one board member,
as is commonly the case for consulting corporations.

Within I think ninety days of your incorporation, you need to file an
Information Return with the Secretary of State, that names each officer. It's
not a tax return in that you don't send any money with it, but if you don't
file it on time, you'll be fined five hundred dollars, and if you don't file
it at all, your corporation will be suspended.

It's a felony for a suspended corporation to actively do business, as that is
considered a form of money laundering.

Once you've filed your information return, you're not specifically required to
ever hold any board of director meetings. If you don't then you don't have any
minutes that you need to keep at all.

One thing that you will need though - you can do this in the same meeting as
when you elect the officers - the board needs to name a bank for the corporate
checking account, as well as to authorize who gets check signing priveliges.
Some banks don't enforce this but I encountered one bank that was quite
adamant about it and that actually did accuse me of money laundering when I
tried to open an account with a Royal Bank of Canada check written by a
government agency.

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cpg
Thanks. My question was more for an on-going basis.

I think here in California one is required to keep minutes (of at least a C/S
corporation) at least annually.

I do not think this is enforced or when it comes into play.

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MichaelCrawford
The terms "C Corporation" and "S Corporation" have to do with how you pay
federal taxes. That's orthogonal to the duties of the Secretary.

I honestly don't know how often you have to keep minutes. If I had to take a
guess at it, I would say that corporate bylaws commonly require that a
stockholder's meeting be held once per year. Honestly I don't know but I don't
recall ever reading that even a stockholder meeting was required by law.

However - and again I am guessing - my expectation is that, were minutes
required at all, failure to do so would be a civil rather than a criminal
offense, and that the only ones with standing to sue would be the
stockholders.

Whether that's a problem depends on the nature of your specific corporation.

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brudgers
The biggest aid to preparing minutes is to prepare and distribute an agenda
before the meeting. Then run through the agenda briefly noting the outcome of
any decision and briefly outlining any new business.

Meeting minutes are not a transcript. They record actions not process or
speeches. What matters is what is binding. Keep the minutes brief and to the
point. Distribute them to attendees for comment immediately afterward and
you're done.

