What Are Corporate Minutes and Why do I have to Update Them?
In California you are required to “maintain” your corporation. This means that you must make sure to legally document events and decisions happening in your corporation. You can document it in meetings or through corporate resolutions and consents.
In addition, you are also required to have annual meetings where you go over the status of the corporation and elect officers/directors as well as handle any miscellaneous things that come up. During this meeting you are required to take official notes – also called “minutes.” This is so you have a log of your corporate activity. Generally you have to do this even if you are the only shareholder, director, and officer.
Most of the time, you don’t have to file your minutes anywhere. Many times people are reluctant to keep accurate records or document minutes because they think they will never need it since they don’t have to file it or submit it anywhere. The problem comes up if you are audited by a government agency for some other unrelated issue and they ask for these documents or if you are sued and you do not have appropriate corporate records. The law requires you to maintain official minutes and have them stored in your main office. This not only helps you keep a clean record of what you do, but it also shows that every decision was planned, thought out and discussed.