The Importance of Writing Corporate Minutes

Operating a business successfully always requires a certain amount of record keeping, even if it is a small business run by someone with a very good memory. At the very least, you need to keep accounting records to show to your tax accountant. If your business is large enough to need to hold formal meetings among its owners or managers, it is also important to keep minutes of the meetings. Unless you served as secretary of your student council, it might be your first time keeping minutes, but your company may need them for legal purposes. While it is not practical to have a business attorney present at every meeting, having an appropriate record of minutes can help a corporate law attorney like Stephen Welle argue your company’s case in the event of a legal dispute.

What are Meeting Minutes, and Why do You Need Them?

The minutes of meeting are a document containing detailed notes of what was said at a meeting of a company’s directors or shareholders. The document must include items of business included in the meeting’s agenda, decisions made, and the results of any votes taken by the people present at the meeting. Generally, minutes do not contain long paragraphs of narrative summarizing the discussions that took place at the meeting. Therefore, an audio or video recording or complete transcript of the meeting can make it easier to prepare the minutes of a meeting, but this recording or transcript does not substitute for the minutes document itself.

Certain types of business structures are required by law to hold formal meetings and keep minutes. In the event of a dispute among members of the company’s leadership, the minutes can show whether the actions of each of the company’s directors was authorized by the group authorized to make decisions on the company’s behalf (directors or shareholders). The minutes show that the company’s leadership is operating according to the company’s own bylaws.

Which Meetings Do Not Require Minutes? 

Minutes are required for meetings among the company’s directors, in other words, meetings that take place at the highest levels of leadership. Committees that are tasked with preparing reports and submitting them to the company’s directors or shareholders are not required to record minutes for their meetings; the report they submit to the company’s leadership is sufficient. The minutes of meetings among the company’s leaders help keep it accountable. Besides, they are an important legal document if the company becomes a defendant in a lawsuit.

Minutes are simple enough that you do not need an attorney to help you write them.  If your company is involved in a lawsuit, though, your attorney will ask to see the minutes, so discussing the process of recording minutes should be something you at least discuss with a business attorney.

Contact O’Keeffe O’Brien Lyson Foss About Legal Services for Businesses

Record keeping is your company’s best defense in a lawsuit. A business attorney like Steve Welle will review your company’s minutes and help you prepare a strong defense. Contact O’Keeffe O’Brien Lyson Foss in Fargo, North Dakota to discuss your case or call 701-235-8000 or 877-235-8002.

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