When a company holds essential action and discussions, they must consider corporate minutes’ templates, which will feature a formal record of what they will come up with. Corporate minutes can help you settle or avoid disputes and keep your company’s tax still.
On the other hand, it can assist you in acquiring an excellent price whenever you decide to sell your entire business. You might have come across the corporate minutes template, but you probably do not know how it works. If so, worry less and read on to find more about this specific template.
What are Corporate Meeting Minutes?
Corporate meeting minutes refer to a record of an essential discussion held and the actions taken during board committee meetings, director’s board meetings, and stakeholders’ meetings. Corporate meeting minutes feature crucial decisions, such as a sale of stock, the pension plan adoption, real estate purchases, board members’ election, or the appointment of officers in the company.
You must understand that many States require S- corporations and C- Corporations to record meeting minutes when the board of directors and the company’s stakeholders go for a meeting. For director’s meeting, it usually happens once annually, while for stakeholder’s meeting, it also happens once annually.
What Is Corporate Meeting Minutes Template?
A corporate meeting minutes template is used in meetings to document what happens during that specific duration. It is an official record needed for limited liability organizations and most not-for-profit organizations. Bear in mind that this form assists you in documenting the objective of the meeting, the venue, the results, time, and the date of the meeting. It also features the name of the individual taking and keeping the minutes.
Corporate Minutes Templates & Examples
Why Take Corporate Meeting Minutes?
As mentioned earlier, minutes are records that explain why and when certain decisions and actions were reached. Furthermore, they usually show that board members and stakeholders were informed about the problem and conquered with the decision.
The law requires that you take minutes to keep your tax standing to show buyers that your company or organization was managed professionally and responsibly. Similarly, it also helps you to avoid internal disputes. Apart from legal reasons, there are also more reasons as to why you should take corporate meeting minutes:
To boost your sale price and attract investors
These minutes usually show potential purchasers and investors how the board of directors managed the company. To build investors’ confidence, you must show them corporate meeting minutes. Suppose you sell your business; documented meetings will support an excellent price.
Keep the company’s tax standing
In most cases, IRS examines to find out if you followed the tax rules and regulations for the business entity clarification, especially if you have an audited company. In addition, IRS can reclassify your entire business in a manner that alters your tax rate if you are not diligent.
Safeguards your liability protection
Suppose you have a business entity structured as an LLC, or a corporation, among other types of partnership. Consider yourself protected against personal liability for your business’s lawsuits, bankruptcy, and debts. However, these protections can undergo dismissal, and courts and creditors can sue individual owners. Especially if the company cannot show, it followed the rules to preserve the business from personal owners. Therefore, meeting minutes usually showcase that the decisions and actions were formulated for the business and not the individual owners.
Acts as a reminder
Most people have a short memory, and a board member or stakeholder might fail to remember the agreement they made earlier or have a change of heart about specific decisions made months or weeks ago. In such scenarios, corporate meeting minutes usually help, and the stakeholders and board members might face the consequences if they go against what was discussed earlier.
What Issues Should Be Covered in Corporate Minutes?
Generally, you might want to include decisions that the board of directors and company officers need to approve. However, by-laws may need you to include other kinds of decisions, such as:
- Issuing stock shares, selling or buying stock
- Adoption of benefit plans and programs, such as stock option programs, health insurance plans, retirement and pension plans
- Credit and loan applications
- Big leases and ticket purchases, like real estate and company insurance
- Board members’ election
- Appointments of officers, like secretary, chief financial officer, and president
Essential Elements of Corporate Meeting Minutes
Corporate meeting minutes must feature crucial decisions that were reached, key information that was shared, and the action taken. Remember, minutes should not entail every detail but should feature sufficient information, which acts like a corporation. Below are a few vital elements of corporate meeting minutes:
- Meeting time, date, and venue
- The attendees’ names and whether they missed some specific parts of the meeting
- Names of attendees absent
- Agenda items and short description
- Voting action and how every person voted
- The duration the meeting was adjourned
How to Write Corporate Meeting Minutes
Here are steps that will guide you to write corporate meeting minutes:
Step one- Taking meeting notes
- Meeting details- State the company’s full name, date, time, and venue of the meeting.
- Attendance- Document the attendees and note down the absentees. Write down anyone who leaves earlier or arrives late. And mention who was conducting the meeting and whether the quorum was enough.
- Purpose of the meeting- Record the objective of the meeting, such as discussing financial activity, issuance of stock, announcing new officers, discussion of new compensation, annual directors, and stakeholders meeting.
- Prior minutes acceptance- When you are through with the meeting, ensure that you offer other members the minutes for approval. The first agenda of every meeting is to accept the previous meeting’s minutes. In case of any objections and revisions, note them down.
- Discussion notes- Each agenda item must have a summary of the discussion. Note any given documents the attendees review and attach the document to the minutes.
- Record votes- Suppose there is voting. Ensure you record the results.
- Adjournment- Ensure you mention the time the meeting was adjourned and the date and time the next meeting is scheduled.
Step 2- Type the meeting notes
Type complete notes of your meeting minutes
Step 3- Circulate the draft
Ensure you follow the corporation policy concerning who must review your draft notes
Step 4- Distribute minutes to the entire board
This usually happens when the next meeting is going on.
Step 5- Vote to approve
It is usually the first agenda item of every meeting.
Step 6- Sign minutes
Go through your corporation policy and identify who must sign the meeting minutes
Step 7- Keep the approved minutes
After you have accomplished everything, make sure you store approved minutes together with other corporate documents.
Don’ts of Corporate Meeting Minutes
- The attorneys requested to make a presentation are usually bound by privacy. Therefore, any information they are likely to share with attendees should not be featured in your meeting minutes because the minutes can reach third parties.
- It is not appropriate to videotape or record minutes because it can embarrass you when taking a full account of what was discussed later. Furthermore, individuals may not feel comfortable raising their opinions when taped or recorded.
- Minutes should incorporate cons and pros raised in the discussion. However, specific references to a person linked to a statement should not be included.
- Meeting meetings must not entail everything discussed, but they should carefully tackle each item in the agenda.
- Ensure you keep your minutes in a secure location, alongside other essential documents, like articles of incorporation. Ideally, keeping your minutes for at least seven years is excellent in the audit event. Companies that exit strategy in the sale might need to keep minutes for quite a long duration.
- When the minutes are completed, distribute them to all attendees for review. Suppose your company or organization works with the board of committees. You must also distribute the committee meeting minutes to the entire board of directors because the committee will be acting on their behalf.
A business must keep its minutes for at least seven years and make them available to the entire corporation members, such as officers, directors, and stakeholders who might request them. However, companies with a sale exit strategy might need to keep their minutes for quite a longer duration.
Sure, corporate minutes need to be signed because they are the association’s official records, and when approved by your board, minutes are usually signed by the secretary.
Below are several elements that you must include in the minutes of a formal corporate meeting:
ᐅ Meeting date, time, and venue
ᐅ The attendees’ names and if they missed a session of the meeting
ᐅ A list of absentees
ᐅ Agenda items with short descriptions
ᐅ Any voting actions and how every person voted
ᐅ Meeting adjournment time
In most cases, if you do not have corporate minutes, your business might have issues with its State. Remember, this also applies to corporations, which do not appraise their corporate. If this happens, the State might unwillingly dissolve your corporation.
Below are a few legal requirements of meeting minutes:
ᐅ Time, date, and venue
ᐅ Names of attendees
ᐅ The quorum present
ᐅ Official actions taken and reached by all the meeting participants
Meeting minutes should not include the following:
ᐅ A videotape or recorded meeting
ᐅ The attorney’s information shared with the attendees
ᐅ Names of specific individuals linked to certain comments in the meeting discussion
When preparing a written summary of items discussed in your meeting and all attendees’ actions, a corporate meeting report is a must for you. In addition, with these minutes, you will be able to thrive and reach your goals, especially if you are a business person.