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Corporate Comment

Importance of Minute Book Maintenance

A well-organized corporate records book benefits both attorneys and paralegals.

By Denise Annunciata

March/April 2002 Table of Contents

 

Below are the charts mentioned in the Corporate Comment column:

 


The summary sheet would contain:

Name of Entry Where to Find Information in the Minute Book
Exact Name of Corporation The certificate of incorporation states the exact corporate name. Be sure to note any amendments amending the name.
State and Date of Incorporation The state of incorporation is the state where the certificate of incorporation or articles of organization are filed. The date of incorporation is stamped on the certified copy following incorporation.
Fictitious Business Names Fictitious or assumed names must be authorized by a vote of directors. Requirements for filing a certificate stating the use of the fictitious name vary per state. It may be that a corporation has a fictitious or assumed name only in one state due to a name conflict in that state.
Purpose of Business Some states require that the specific purpose of business to be stated on the incorporation document. If not, it may be found on the IRS filings, such as the SS-4 Application for Federal Identification Number.
Principal Business Address The business address may be found on the incorporation document. If not, it may be found on IRS filings or bank account information.
Name and Address of Resident Agent The resident agent is the individual or company appointed by the board of directors to accept service of process on behalf of the company. The resident agent is referenced on the certificate of incorporation. Typically the same resident agent will be used in all states especially to qualify for group discounts offered by most resident agents.
States and Dates of Qualification A company may register to do business in states where it intends to do business. What constitutes doing business varies from state to state. CT Corporation’s Web site (www.ctadvantage.com) contains a useful section on their discussing "What Constitutes Doing Business." When a company qualifies to do business, the certificates of authority granted by the states where the company has registered should be filed in the minute book as evidence of the filing. A director vote should authorize the qualification of the company in each state the company will do business.
Authorized Stock The authorized stock of a corporation is the stock the company has authorized in its charter with its domestic state (the articles of organization, certificate of incorporation or articles of incorporation). Be sure to check amendments for any increases in authorized stock.
Issued Stock Issued stock is the amount of stock issued to stockholders. A stock ledger should be maintained to record all stock issuances, options, warrants and transfers. If the company has a large amount of stockholders and/or large amount of transfer activity a separate stock ledger book may be maintained. If the company is public or planning to go public, the company may use a transfer agent to maintain and record all stock activity.
Members of the Board of Directors The list of current directors will be found in the stockholder votes. The directors are elected at each annual meeting of stockholders and may be changed by a vote at a special meeting any time following the annual meeting. To assure a current list of directors begin with the last annual vote of the stockholders and check all future votes for changes in directors that may have been made at any special meetings.
Names and Offices held by the Officers of the Corporation The list of officers and the offices held will be found in the directors’ vote and are appointed at each annual meeting of the directors. To assure a current list of officers, begin with the last annual vote of directors and check all future votes for changes in officers that may have been made at any special meeting.
Federal Identification No. The federal identification number is obtained by filing a form SS-4 with the IRS (obtained online at www.irs.ustreas.gov). Any information filed with the IRS including the Form 2553 (for the election of a small business corporation) should be maintained in a particular section of the minute book for easy reference.
Fiscal Year End Fiscal year end is adopted by a vote of the board of directors (or by the Incorporator in the initial charter of the corporation, pursuant to the laws of the state of incorporation). The fiscal year end can be found, typically on the SS-4 filed with the IRS and/or on the last or second to last page of the bylaws of the corporation.
Date of Annual Meeting The date of the annual meeting is fixed by the board of directors in the organizational or initial vote of directors. It’s also typically noted on the first or second page of the bylaws.

 


Limited Liability Companies Summary Sheets:

Name of Entry Where to Find Information in the Minute Book
Exact Name of the Company The certificate of formation states the exact company name. Be sure to note any amendments amending the name.
State and Date of Incorporation The state of formation is the state where the certificate of formation is filed. The date of formation is stamped on the certified copy following formation.
Term The Operating Agreement may contain a termination date for the LLC.
Purpose of Business Some states require that the specific purpose of business to be stated on the formation document. If not, it may be found in the operating agreement or the IRS Form SS-4.
Principal Business Address The business address may be found on the formation document. If not, it may be found on IRS filings or bank account information.
Name and Address of Resident Agent The resident agent is the individual or company appointed by the management of the company to accept service of process on behalf of the company. The resident agent is referenced on the certificate of formation. Typically the same resident agent will be used in all states especially to qualify for group discounts offered by most resident agents.
List of Members Members of an LLC are the owners of the company. Lists of members along with their investment percentage (sometimes noted as percentage of interest and/or units) may be found as a schedule to the operating agreement.
List of Managers of Directors The day-to-day business of LLCs may be managed by managers or directors. The exact structure, titles and authority of the management should be defined in the operating agreement.
List of Officers An LLC may or may not have officers. If so, offices will be defined in the Operating Agreement and typically appointed by the management body.
Registration in Foreign States An LLC may decide to qualify or register to do business in foreign states. What constitutes doing business for an LLC is similar to the criteria of corporations and varies from state to state. When a company qualifies to do business, the certificates of authority granted by the states where the company has registered should be filed in the minute book as evidence of the filing. A manager or director vote should authorize the company to qualify in each state the company will do business.
Federal Identification Number The federal identification number is obtained by filing a form SS-4 with the IRS (www.irs.ustreas.gov). A copy should be maintained in a particular section of the records book for easy reference.
Fiscal Year End The fiscal year end may be found in the Operating Agreement.
 

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