Creating and Maintaining the Company Minute Book
The company minute book is used for one simple reason. By forcing yourself to keep all the company documents in one place, in one binder, you are much better able to keep your records current. If one document is missing, if, for example, your annual meeting minutes for the last year didn’t get prepared, you will be readily able to determine that fact and immediately correct it. Your minute book keeps you focused.
If you do not have a minute book you can very easily create your own. Obtain a three ring binder from any office supply store along with some dividers. Place all of the documents listed in the checklists from my blog post titled Corporate Paperwork in the binder and separate them with the dividers. With this completed you have a serviceable company minute book.
The key element for the future will be maintaining your company minute book. This will be primarily a function of adding your annual and any special meeting minutes to the minute book.
Remember, all states require that at least one corporate meeting per year be held. That meeting needs to be put in writing (the minutes) and placed into the meeting book to prove that the corporate formalities have been followed. And while not all states require annual meetings for LLCs and LPs, the day is coming when a failure to hold such meetings will result in a piercing of the limited liability veil. So you are best advised to hold LLC and LP meetings as well. And, of course, you will reduce these meetings to writing and put the resultant minutes into the LLC or LP minute book.
As well, government record retention rules require that your articles, bylaws and minutes be kept permanently. As in, forever. Shouldn’t you keep these important documents in a safe place for the long haul? The answer is yes.
Following these formalities, you can achieve corporate protection and avoid a piercing of the corporate veil.