Corporate minutes are an official and legal record of the major discussions, activities, and decisions made by a company during meetings. The secretary usually records these minutes during formal meetings and sends them out to all invitees afterward, but this responsibility can be delegated to almost any capable attendee.
While different companies and states have varying requirements for corporate meeting minutes, the main reason behind recording these documents is largely the same: it’s a way to hold the corporation liable for proper and ethical operation in accordance with your organization’s bylaws. Plus, recording corporate minutes proves that the corporation is holding regular board meetings. Failing to meet on a consistent basis can put the company’s liability protection, tax advantages, and other benefits at risk.
To help strengthen your approach and streamline this responsibility, we’re going to take a deep dive into all things corporate minutes. Here’s what we’ll cover:
- Are Minutes Required For A Corporation?
- Why Take Corporate Meeting Minutes?
- How Do You Write Minutes For A Corporate Meeting?
- What Should Corporate Minutes Include?
- A Free Corporate Meeting Minutes Template
- How Boardable Can Help Streamline Corporate Minutes
At Boardable, we’re experts in minutes-taking, and we understand the gravity that this document holds for all-sized businesses. If you’ve never thought twice about what information you’re recording and how you’re organizing it, it’s time to put some thought into your organizational strategy. What makes for well-kept company minutes doesn’t have to be foreign to your corporation. All you need to do is familiarize yourself with industry best practices, and by the end of this post, you’ll have everything you need to record informative and legally sound minutes.
Are Minutes Required For A Corporation?
In most states, keeping corporate meeting minutes is a requirement for all official meetings at S corporations and C corporations. This includes the board of directors’ meetings, too. Although, these minutes do not need to be filed with the state and can simply be kept with your corporate records. Delaware, Kansas, Nevada, North Dakota, and Oklahoma do not require corporate minutes at all, according to Rocket Lawyer.
States don’t require LLCs to hold annual meetings or record minutes. However, an LLC’s operating agreement may make them mandatory for the company. If originally part of their operating contract, the LLC’s members may amend the agreement to exclude that stipulation if annual meetings and corporate minutes are unnecessary or otherwise unmanageable.
Why Take Corporate Meeting Minutes?
As you now know, company minutes are legally required in most states, and they’re proof that a meeting occurred. But beyond legal stipulations, there are several reasons why corporate minutes matter. Better yet, there are many reasons why well-kept corporate minutes matter. For instance, taking the time to record thoughtful notes will open up the door to these advantages:
- Serve as a point of reference for absent invitees and future decision-making. It’s inevitable — someone’s bound to miss a meeting at some point. Sharing your company minutes lets absentees know what was addressed, what decisions were made, and who’s responsible for the next steps coming out of the meeting. Not to mention, well-kept company minutes will serve as a solid reference point down the line when your team needs to look back on past decisions and discussions.
- Shareholders, sponsors, and prospective investors typically reference public minutes. They use the notes from your discussions as an indication of whether you’re using the funds they’ve contributed in a responsible manner. In other words, this can make or break whether they continue supporting your company.
- Corporate minutes state ownership of decisions. When individual names are indicated alongside each vote, it tells the rest of the board and other organizational leaders who voted for what. This gives board members some protection in the event of any legal trouble.
These core benefits are what drive most secretaries to take effective, well-kept company minutes. Regardless of your inspiration, leveraging these benefits means you need to make your minutes as effective as possible, and we’ll cover some straightforward strategies you can try out in the next section.
How Do You Write Minutes For A Corporate Meeting?
Taking efficient corporate minutes at board and other company meetings is a crucial and fulfilling role. Understanding the process and how to streamline it is key for documenting every important detail and decision without slowing down the meeting.
Given the varying priorities and objectives that different corporations pursue, the ideal minutes-taking process looks different for every company. However, there are a few basic strategies any company can leverage to ensure that everything is up to par. To keep diligent company minutes, try out these best practices:
- Assign a designated minutes-taker. While typically part of the secretary’s responsibilities, pretty much any meeting attendee (excluding the chair) can record the minutes so long as they’re an active listener and take great notes. The minutes-taker should fully understand what information to record and exclude (which we’ll cover later on). They should also be willing to speak up and interrupt the discussion for clarification as needed.
- Use the agenda as a template. Rather than starting from scratch, use the meeting’s agenda to record your corporate meeting minutes. This provides an organized layout, allowing the minutes-taker to focus on writing notes that are sufficient and accurate under every topic.
- File and distribute them in a timely manner. First, file a copy of your company minutes with your other important corporate records, like your bylaws and articles of incorporation. After filing with your corporate records, distribute copies to everyone who was invited to the meeting, including anyone who was unable to make it. Ideally, this should be done within 24-48 hours of the meeting while it is still fresh in everyone’s minds. You may also need to distribute the minutes to members of the corporation who are entitled to review them upon “reasonable request.”
With these strategies in your back pocket, your company’s board will be well-equipped to move through the agenda with full confidence that all crucial decisions, discussions, and action items will be accurately documented. No need for them to be distracted by recording their own notes when they can rely on your minutes to be complete and accurate.
What Should Corporate Minutes Include and Exclude?
Featuring the right information in your company minutes is imperative since insufficient (or conversely, too in-depth) details can open up the group to legal liability. In this section, we’ll explore what information you should record and what details you should leave out.
What Should Corporate Minutes Include?
Generally speaking, whoever’s recording the company minutes should document the decisions that were made, the discussions revolving around the company’s strategic direction, and any action items that came out of the meeting.
You don’t have to record every single detail, but the idea here is that you have enough information to determine what was discussed, who suggested what, and who’s responsible for follow-up tasks.
Here are the key components that every company’s minutes should include:
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Date, time, and location of the meeting
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Who attended (note if anyone showed up late or left early)
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If a quorum was present
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The purpose of the meeting
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The agenda items
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A detailed account of who voted and how
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When the meeting adjourned
A few specific examples of the types of discussions and decisions that should be recorded in meeting minutes include new board officer announcements, the hiring of new employees, decisions regarding compensation changes for staff, financial transactions (like new bank accounts or loans), and issuance of new stock.
What Should Corporate Minutes Exclude?
While knowing what information to include is vital, knowing what not to include in your corporate meeting minutes is just as important. Eliminating the fluffy, irrelevant details keeps your minutes from growing excessively long or opening the board up to legal complications.
Remember, as soon as they’re finalized, your minutes become an official and legal record of the board’s decisions, actions, and rationale. Be sure to exclude things that could result in internal or external trouble. Keep these common scenarios in mind:
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If an argument occurred, simply say that they agreed/disagreed with the point and why.
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Since corporate boards have legal liability, avoid any industry jargon that can be misinterpreted.
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Minutes shouldn’t include inflammatory remarks or personal observations. Everything should be recorded objectively.
How you detail the conversations and decisions that occurred during a meeting is as important as including and excluding the correct details. The responsibility that comes with recording minutes means there’s no room for error, so double-check that your notes are objective and stick to the facts.
A Free Corporate Meeting Minutes Template
Leveraging a template can speed up the note-taking process. A template’s predefined structure makes it easy to record everything quickly rather than trying to write and organize notes on the fly. As we mentioned, you can repurpose your agenda as the template or create a new template entirely.
For those of you who want to rethink your meeting structure entirely or generally want the ability to record notes in a more organized fashion, here’s a free corporate meeting minutes template that follows the general structure of an official company meeting:
Breaking Down The Corporate Meeting Minutes Template
If you’re unable to read the template above, we’ve included it below. This way, you can also easily copy and paste it to make it your own:
Corporate Meeting Minutes for [Company Name]
[Title of Meeting]
I. MEETING DETAILS
Chairperson: [chairperson’s name]
Secretary: [secretary’s name]
The regular meeting of the [team name] of [company name] was called to order at [time] at [location] on [date] by [chairperson’s name].
II. ATTENDANCE
Present:
[List of people in attendance]
Absent:
[List of absent team members]
III. APPROVAL OF AGENDA AND MINUTES
The agenda for the meeting was distributed and approved.
IV. APPROVAL OF PREVIOUS MEETING’S MINUTES
The minutes of the previous meeting were reviewed and approved.
IV. ORDER OF BUSINESS
A. Old Business
[Record all unresolved items from the previous board meeting. This includes (1) any agenda items that were pending when the previous meeting adjourned, (2) any items that weren’t addressed, and (3) any items that were postponed to the current meeting.]
B. New Business
[Record all new items as listed on your agenda, including voting details, notes from important discussions, and assigned follow-up tasks.]
V. CLOSING
The meeting was adjourned at [time of adjournment] on [date].
Minutes submitted by: [secretary’s name]
Approved by: [chairperson’s name]
How Boardable Can Help Streamline Corporate Minutes
The experts here at Boardable understand that minutes are crucial for any organization’s sustainability, between documenting important discussions and looking back on the rationale behind impactful decisions. Over the years, we’ve had time to refine our Minutes Maker based on the evolving needs and suggestions of industry professionals. We know what it takes to protect your board from liability and inefficiency.
When it comes to recording corporate minutes, here’s what you can accomplish with our robust (yet incredibly user-friendly and affordable) tools:
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Use the agenda you already built to not miss a single detail. All you’ll need to do is pull up the meeting agenda and type your notes in the appropriate sections. This makes it incredibly easy to follow along with the rhythm of the meeting without jumping around or starting from scratch.
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Assign action items. Any productive meeting naturally results in follow-up items. Make sure they get done by assigning them to users during the meeting within the Minutes Maker. They’ll be saved along with everything else.
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Connect the minutes, agenda, and tasks to specific meetings. This gives your team a single place to reference what was planned and what was actually discussed during the meeting.
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Leverage e-signatures. Need the chair to sign off on the minutes? No problem! Leverage our handy E-Signatures feature and eliminate the hassle of traditional paper signatures.
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Publish them instantly. Once you’ve finalized your minutes, share dynamic PDFs with everyone who needs them. Plus, you’ll have complete control over which users have access to your company minutes.
Boardable is designed to streamline tedious tasks, so you can get back to what matters: leading your company and not just managing it.
With tools designed specifically for modern-day organizations like yours, recording efficient corporate minutes has never been easier. Don’t let piecemeal solutions and inefficiency slow down your productivity. Get started with Boardable and see what the future of documentation looks like for your company.
Conclusion
In today’s fast-paced world, you can’t afford to waste a single minute recording poorly-kept minutes at your company’s meetings. While recording minutes isn’t required in every state, doing so is always a smart move. It just requires an understanding of what to record, what not to record, and how to write it in a concise yet complete manner.
With these actionable strategies in your back pocket, you’ll be well on your way to streamlining meeting follow-up so you can get back to focusing on fulfilling your goals. So what are you waiting for? Share this information with your team and start boosting productivity now.
Looking to learn more about better board and company management? Check out these resources to boost efficiency and improve your workplace:
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Board Meeting Minutes: A Complete Guide and a Free Template. Looking for board-specific advice? Read this guide to learn all about board meeting minutes, including actionable advice for your secretary to follow and another convenient template.
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Employee Engagement: The Essential Guide for 2021. Today’s demanding landscape can make for a tense, stressful workplace. Learn how to improve the work environment with these tips from Double the Donation.
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Corporate E-Learning: Why Custom Online Training Is Key. Need to infuse training into your corporate meetings? Learn how e-learning can influence your team to produce greater outcomes for your company.
