Updating the corporate minutes

27 Aug

If any amendments to any of those documents were filed subsequent to formation, those amendments should also be a part of the corporate minute book.For example, if the official address for the corporation is changed, the Department of State must be notified by filing a Change of Registered Address, and a copy of that filed document should be in the corporate minute book.Normal day to day activities should be taken by the officers of the corporation, without the need for Board of Director or shareholder approval.Actions outside those normal day to day activities, however, typically require approval by the Board of Directors, either at a meeting or in a consent.

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The minutes or consent should reflect the date adopted and, if minutes, signed by the secretary.You may take a picture on your son or daughter’s first day of school, but I doubt you take a picture as they leave for school each and every day of the school year, year after year.The same philosophy holds true for the corporate minute book.If that piece of real estate is the sole or major asset of the corporation, however, it is the shareholders who should approve the sale, typically after the Board has reviewed the terms of the sale and made a recommendation to the shareholders.In addition to documenting the unusual, however, the law anticipates that the shareholders will annually elect a board of directors.The law also permits the shareholders and directors, if they all agree, to approve corporate actions in writing, instead of having meetings to approve those actions.These so-called consents can be adopted annually instead of having annual meetings.To prove the corporation has been treated as a separate entity year after year, however, the minute book should also contain, of all things, minutes - minutes of meetings of the Board of Directors and meetings of shareholders at which corporate decisions have been made.The law requires that there be at least an annual meeting of shareholders and an annual meeting of the Board of Directors.Again, to indicate compliance with this legal requirement, the minute book should contain minutes of an annual meeting of the Board of Directors (or a Board annual consent) appointing the corporate officers.In these annual meeting minutes or annual consents, it is also typical to find the shareholders and directors ratifying all actions taken by the officers (in the case of the Board) or by the officers and directors (in the case of the shareholders) in the prior year, or since the last meeting or consent.