If you run a corporation it is required that you have someone keep corporate minutes. These are a written record of all directors’ and shareholders’ meetings. Your College Station business attorneys will tell you that failure to maintain corporate minutes can lead to serious liability for the shareholders and directors.
If You Fail to Keep Minutes
When you prepare corporate minutes during and after a meeting, you do not need to submit them to a government authority unless your company becomes a subject of a lawsuit or other special circumstance. If you fail to keep minutes a court can remove the shareholders’ protection from personal liability.
How to Keep Corporate Minutes
You need to have someone keep your corporate minutes. When a meeting needs to be held, this person will be required to send a Notice Form to each shareholder or director. This form must include:
- The name of the corporation
- A statement that the corporation is located in Texas
- The date and time of the meeting to be held
- The purpose of the meeting
The person keeping minutes should have the corporation’s secretary sign and date the form. If the shareholders or directors agree not to receive written notification of a meeting, the designated individual will need to have each sign a Waiver of Notice Form.
During the meeting the designated individual needs to take notes. These notes may be handwritten but later must be transcribed to a typed Minutes Form. The notes must indicate the date and time of the meeting, attendees, purpose of the meeting, and information that was discussed. At the next meeting the designee needs to present the Minutes Form to the shareholders or directors. They are to approve the form by vote, and then the designee makes a notation of the fact on the form.
The Minutes Form needs to be filed in a secure location where it can be retrieved if necessary. This file needs to be permanently maintained.
For Questions or Legal Assistance
If you have questions about some aspect of corporate meetings or the keeping of minutes, you should consult College Station business attorneys. Call Peterson Law Group today at 979-703-7014 or 936-337-4681.