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Company Minutes

What are Company Minutes?

Company Minutes keep official account of what decisions are made by the Company. These are often recorded and kept for statutory purposes. Very simply, the Annual Minutes (including Shareholders and Directors Resolutions) collectively declare that a Company is meeting all of its legal obligations.

The Basics

  • Directors vs Shareholders: Directors run a company while Shareholders own the company. Often these roles are filled by the same person (a Director will often also be a Shareholder), separate resolutions must be prepared and signed under these different “hats”.
  • Annual General Meeting (“AGM”): Under the Companies Act 1993, if a company is not considered to be a “Large Entity” (i.e 60m+ assets, $30m+ revenue or 10+ shareholders) it may pass a resolution rather than hold an AGM.

The Specifics

  • Directors’ Certificate: The Directors must certify that payments made to them for fees, salaries, wages etc are fair to the Company taking into account the market rates for companies of a similar size, and is commensurate with the experience, time, effort and skills provided by the Directors. The Directors also need to certify that any advances made to/from Shareholders/Directors are fair to the company and are charged interest at the appropriate rates.
  • Directors’ Resolution: this will approve and adopt the annual financial statements, authorise remuneration to Shareholders/Directors and approve any advances made to/from Shareholders/Directors.
  • Shareholders’ Resolution: Shareholders will only need to approve the annual financial statements and approve any major transactions during the year. Historically Shareholders have also decided on whether to appoint an auditor, but this is no longer a requirement.

What is a Company Minute Book?

Shareholders’ Resolutions, Directors’ Resolutions and Directors’ Certificates Minutes, together with the financial statements are added to the company minute book. Directors who fail to keep adequate records can be liable for penalties under the Companies Act, so it’s important to have this stored at the company registered office.

What Should be Included in Company Minutes?

Your meeting minutes do not need to include every little detail. You just need to document the key information and any decisions made or actions taken. In general, your minutes should be detailed enough to serve as your Corporation’s “Institutional Memory.”

Typical minutes will include the following

  • Basic information about the meeting: date, time, location.
  • Who attended, along with a special note in the cases where attendees came late or left early.
  • Agenda items with a brief description of each item.
  • Voting actions with a detailed account of how each individual voted, along with any abstentions.
  • Time when meeting was adjourned.

In most cases, you don’t need to create minutes from scratch. You can find free templates online to serve as a starting point. Choose your type of minutes/documentations, fill in the blanks, and print it out, and you will have met your recordkeeping obligations.

Tips for Keeping Company Minutes

Tip 1: Record key company activities

Keeping corporate minutes doesn’t mean recording every meeting, but rather recording meetings that involve key decisions or key company activities. We’ve provided some examples below.

  • Annual Director and Shareholder meetings
  • Employee hires and compensation increases
  • Financial activities: new company bank accounts, loans, company credit cards, etc.
  • New officers announcements
  • Issuance of new stock

Tip 2: Include pertinent details for each recording

In addition to recording the key company activity or decision, it’s good to consider including the following information:

  • Full name of your company
  • Name of the individual conducting the meeting
  • The date and time of the meeting
  • Meeting location
  • List of meeting attendees
  • List of those absent

Tip 3: Keep it simple

You don’t have to have a legal vocabulary, simply stick to the facts and keep the language straight forward and professional.

Tip 4: Select a format for recording meeting minutes

If you stick to a basic format for taking your corporate minutes, you’re more likely to establish an ongoing process. You can handwrite your minutes or record them electronically, just remember to print them out and file them. It’s also a good idea to dedicate a folder to keep them together.

What Should I do With the Minutes After They are Recorded?

Minutes do not need to be filed with the state, but can instead be kept with your other Corporate Records, such as Articles of Incorporations, Bylaws, and Resolutions.

Like other documents, you should keep minutes on hand for at least seven years. Members of the Corporation, such as Shareholders, Officers, and Directors, are entitled to review the meeting minutes upon “reasonable request” to the Corporation.

While you don’t need to file these documents with the state, they should still be considered important documents and are essential for protecting your Corporation’s good standing and your limited liability status.

Maintenance Of Minutes

Minutes are nothing but notes of a particular meeting or any official hearing in a Company. They can also be called protocols. These minutes are the written record of any official and influential gathering of a Company. They are a brief account of all the happenings and attendees of the gathering. They are essential and are even required in certain legal registrations and procedures. Company Secretary, in general, is responsible for maintenance of the Minutes of the Company.

Companies even hire typists to maintain these minutes as they are obviously very essential. There is generally a book maintained called the “Book of Minutes” to record all of these minutes(which generally records important meetings like Board meetings and other influential events). Minutes are not only to be maintained properly but they are to be signed by the Chairman also. The concerning authority reviews these minutes. They are to be maintained by following certain guidelines as mentioned in The Companies Act itself. Discussed below, in detail is how you can manage the minutes of your Company.

The Companies Act has laid out certain guidelines depicting how to maintain the minutes of a Company. They are as follows:

  • The minutes should be recorded in a book. And a separate book should be maintained for Board meetings and related Committees.
  • Minutes should be maintained in either electronic or physical form with a Timestamp.
  • Minutes can be maintained in loose-leaf form however they should be bounded together.
  • The recording should be done systematically. Mentioning of the general content is done first and then the specific content is mentioned.
  • The minutes should be recorded according to the proceedings of the meeting and should be cent percent accurate. The minutes are written in past tense and in third person form. However, resolutions are recorded in present tense.
  • After the proper recording, minutes are circulated amongst all the directors in a span of fifteen days. Directors are allowed to make comments. And these comments are then recorded in the minute’s book in the span of seven days from the circulation.
  • Date of entry, as well as the date of the meeting, should be recorded before recording other data. Also, the Company Secretary makes all the recordings. The company, however, can appoint someone else in case of the absence of the Company Secretary.
  • The minutes are signed by the Chairman of the specific or the next meeting along with the date and the place. If minutes are recorded electronically, digital signing is to be done.
  • Inspection of minutes by any Director, Auditor or Company Secretary of the Company is allowed.

The maintenance or rather proper maintenance of the minutes is very important. Negligence can lead to penalty as mentioned under The Companies Act. The handling and maintenance of the minute’s book are the responsibility of the Company Secretary. If there is no Company Secretary available, the duty can be passed on to any Company authorized figure. The minutes are kept at the registered office. The book or the loose-leafs are to be numbered properly.

No pages can be torn from the minute’s book and no alterations are made after recording the minutes in the book. Special alteration is permissible but only after the review of the Chairman. Not only minutes are helpful while filing certain registrations but they help maintain a detailed description of every important meeting and events occurring in the Company. Also, they help in any kind of legal hearing related to the Company.

How can IncParadise Help Me?

It is understood by IncParadise that you need to hold the meeting of the Shareholders and the Directors for the Organization when you start a New Corporation. Moreover, we also understand the fact that in every year on your company’s Incorporation Anniversary date, you need to have the annual meeting that includes the Shareholders and the Directors. And for recording the minutes, we are here to help you!

Corporation Annual Meeting

It will cost you $20.00. We will provide you:

  • Waiver of Notice for Shareholders and Directors meetings.
  • Minutes from Directors meeting.
  • Electing officers of the Corporation (President, Treasurer and Secretary).
  • Minutes from Shareholder meeting.

LLC Organizational Meeting

It will cost you $20.00. We assist in:

  • Providing LLC Operating Agreement.
  • Establishing operating procedures for a Limited-Liability Company.
  • Vesting management in the members or in the designated manager.

Corporation Organizational Meeting

It will cost you $25.00. We provide:

  • The Waiver of Notice for Shareholder and Director meetings.
  • Electing officers of the Corporation (President, Treasurer and Secretary).
  • Minutes from Director meeting.
  • Issuing shares and determining ownership.
  • Minutes from Shareholder meeting.
  • Adopting bylaws.
  • Electing Board of Directors.

This is our full service using template documents. You will tell us when the meeting is held, who will be elected, etc. We also offer self-service on your client account. Other than that:

  • We will email them to you, signature ready, in PDF files.
  • You will have a copy available online in case you lose the originals.
  • We will prepare the documents.
  • We will also upload the forms in your account with us (IncContact.com).

Order online your Organizational or Annual Meeting Minutes! For further information, you can contact our professional team at incparadise.net