Do you have current Annual Corporate Shareholder and Board of Director Meeting Minutes?

Keeping your minutes up to date is not only required by state law but has many benefits:

corporate compliance

1. Legal Compliance

Keeping annual shareholder and board meeting minutes is required by law! CALIFORNIA CORPORATIONS CODE §1500 STATES: “Each corporation shall keep adequate and correct books and records of account and shall keep minutes of the proceedings of its shareholders, board and committees of the board.”

2. Liability Protection

One of the key benefits of operating as a corporation is to protect shareholders from personal liability from the company’s creditors. To maintain this protection you must observe the mandatory corporate formalities, which includes preparing annual minutes. The main premise is this: the corporation is a separate “entity” from its shareholders, and in order to maintain this separation, you must demonstrate that appropriate steps are being taken to appoint officers and directors, consider shareholder and director input, and otherwise make decisions at the corporate level. Failure to maintain this documentation opens the door for creditors to pierce your corporate veil and hold you personally liable for the corporation’s actions. 60% of closely held corporations have been estimated to fail to protect their owners in the event of a lawsuit due to inadequate corporate records. This means aggressive attorneys could sue and go after your HOME, PERSONAL BANK ACCOUNTS, CARS and ASSETS.

3. Funding Requirements

If you ever need funding for your business, bankers, potential lenders or investors will want to see that you have everything in order and your corporation has observed all required formalities. This will assure them that investing in your company is a wise investment.

4. Sale of Your Business

When the time comes to sell your business and retire, prospective buyers, and their attorneys and CPAs, will scrutinize your corporate books and records to make sure everything has been properly documented in the past for your business. The non-existence of corporate minutes or gaps in having them prepared will create uncertainty in the mind of the buyer, which often translates to a lower sales price for your business.

5. Taxes

Failure to keep meeting minutes can potentially have tax implications. For example, if you elect S-corporation tax treatment, that must be reflected in the corporate minutes. On an ongoing basis, the failure to follow required legal formalities could open the door for the IRS to hold you personally responsible for business taxes, penalties and interest.

The Solution:
Easy, accurate minutes prepared by your attorney.

How do you make sure that your minutes are legally sound, accurate and aren’t overlooked? The best answer, of course, is to have your minutes prepared by your attorney. As an experienced corporate attorney familiar with your unique business, I will monitor and prepare minutes that meet your needs while ensuring that you have not overlooked any issues that either (i) need to be recorded, or (ii) need to be changed or addressed in order to mitigate your potential exposure to risk.

Minute-Master is a more cost-effective way to make sure your minutes get done right, every year.
Only $189 (yearly)

Minutes-Master benefits and how it works:

  • Pay our new reduced fee to enroll in this auto-recurring annual program that takes care of your minutes each year. Set it and forget it.
  • Download your minutes we prepared, immediately each year upon payment with no delays.
  • We provide ongoing annual monitoring of compliance for your corporation to make sure you don’t overlook this important mandatory requirement.
  • We maintain a repository of your prior years’ minutes should you ever lose your copies.
  • If you believe your corporation requires a change in your minutes, contact us and we’ll include the necessary revision at NO CHARGE.
  • We do the work, so that you don’t have to.

small corporation minutes compliance

Download your minutes immediately. A link will be included at the bottom of your order confirmation page and will also be included in your confirmation email. You may log in at any time to download your minutes file or subsequent revisions. You will automatically be charged the following year to keep your minutes subscription active. Cancel at any time. Your minutes file is protected by a secure encrypted connection.