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Every corporate entity must hold board meetings and keep corporate minutes. This doesn’t mean you have to be sucked in by the corporate minute preparation solicitations.
Corporate Minutes
Corporate minutes simply are documents detailing the events of a corporate board meeting. Typically, a corporation should have a board meeting every quarter if for no other reason than to force a review of where the business has been and where it is going. In most states, however, a corporation is only required to have only one annual meeting and keep the minutes of that meeting in the corporate book.
Corporate minutes are never filed with any government entity. The corporate minutes are an internal corporate matter and only come to light if there is a shareholder dispute or a claim by a third party that the corporation is a sham. Corporate minutes are typically taken during the board meeting by the Secretary, who subsequently files them in the corporate book.
Solicitations
America is a country of entrepreneurs and more than a few companies have found a business opportunity involving corporate minutes. Typically, these companies will offer to prepare your corporate minutes for a nominal fee. The solicitation tends to be in the form of a mailing with an envelope that looks similar to one you would receive from a government, but not so much as to get the solicitor in trouble with the state.
In large and impressive type, the solicitation will remind you that corporate minutes need to be prepared and the company is willing to do it for $100 or so. In much smaller type located on the bottom or back of the page, there will be a disclaimer noting the company is not a government entity and so on.
I don’t have anything against such companies, but recommend you don’t use them. The internal workings of a corporation and board of directors should be kept absolutely confidential. Board meeting inherently involve discussions of sensitive matters such as business strategies, new products, how to deal with competitors and financial issues. In my opinion, this information should never be given to any third party.
There is nothing wrong or illegal about companies offering to prepare your corporate minutes. It is just not a good choice.
Richard A. Chapo is a San Diego business lawyer with San Diego Business Law Firm. Read more business law articles.
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