Properly maintaining a corporation’s minute book is crucial for all businesses. The corporation’s minute book includes the fundamental documents required for a corporation to maintain its status with governmental agencies, raise capital, enable important actions (such as the corporation taking on debt), or selling the business.

 

A corporation must keep records, in paper or electronic form, which must be stored at its registered office.

The minute book should include:

  1. the articles of incorporation;
  2. the by-laws of the corporation;
  3. a unanimous shareholder agreement or any written agreement by a sole shareholder restricting the powers of the directors;
  4. minutes of meetings and resolutions of the shareholders;
  5. the full name of each director and the date on which the term of office of each director begins and ends;
  6. minutes of meetings and resolutions of the board of directors and the executive committee;
  7. names in alphabetical order and last known addresses of persons who were or are presently shareholders;
  8. number of shares held by these persons;
  9. date and details of the share issue and transfer of each share; and
  10. liens on shares, if any.

Shareholders, but not the creditors, can consult the records with the exception of the information relating to the board of directors and the executive committee meetings and resolutions. Only the directors and auditors have access to this information, unless the shareholders acquire this right as a result of a unanimous shareholder agreement. Shareholders are also entitled to obtain from the board of directors, free of charge, a copy of the corporation’s Articles of Incorporation, by-laws and any unanimous shareholder agreement.
If you are interested in procuring minute book documents for your business, please visit Clausehound’s document library that hosts the documents required to keep a corporation’s minute book up-to-date. 

 

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This article is provided for informational purposes only and does not create a lawyer-client relationship with the reader. It is not legal advice and should not be regarded as such. Any reliance on the information is solely at the reader’s own risk. Clausehound.com is a legal tool geared towards entrepreneurs, early-stage businesses and small businesses alike to help draft legal documents to make businesses more productive. Clausehound offers a $10 per month DIY Legal Library which hosts tens of thousands of legal clauses, contracts, articles, lawyer commentaries and instructional videos. Find Clausehound.com where you see this logo.

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