Minute Book Maintenance
Best Practice Summary

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Any business entity can and should have a minute or records book. Typically, the terms are interchangeable when referring to a corporation. The term "records book" is generally the preferred term for limited liability companies and partnerships, although these entities may generate minutes and consents as well. State statutes generally dictate whether these records must be maintained at the principal place of business of the entity or may be maintained elsewhere.

A well-maintained minute book or records book is a time saver and can be vital to the efficiency of a business organization's day-to-day operations.

CORPORATIONS

Minute Book Contents
The following documents are typically contained in a corporate minute book (in chronological order within each category):

• The charter, together with any amendments and restatements, as filed with the Secretary of State
  
• Bylaws, together with any amendments and restatements
  
• Incorporator minutes and written consents
  
• Stockholders' meeting minutes and written consents
  
• Directors' meeting minutes and written consents
• Resignations of directors and officers, if any
  
• Foreign qualification filings and withdrawals, if any. If the company qualifies in several states, it can be very helpful to compile a separate qualification list that compiles the list of states in which the company is qualified, dates of qualification and dates when annual reports are due to be filed, if any.
  
• "Doing business as" (d/b/a) certificates, if any.
  
• IRS filings such as Form SS-4 (Application for Employer Identification Number) and Form 2553 (Election by a Small Business Corporation)
  
• Stock ledger and certificates (if the list of stockholders is not too cumbersome. Otherwise a separate stock records book will be maintained)
  
• Date-stamped copies of all annual reports that have been filed (optional)
  
• Key stock restriction agreements, if any
  

A properly organized corporate minute book will contain an index at the front listing each section, separated by numbered tabs, for the documents referenced above, followed by a summary sheet that details pertinent information for quick reference.

Sample Corporate Minute Book Index

Summary Information Sheet

A summary information sheet should also be inserted in the front of the minute book, listing frequently-accessed facts about the company. Whenever new votes or any amendments are filed in the minute book, care should be taken to note any changes that affect the information contained on the summary.

The summary sheet should include the following information:

Exact Name of the Corporation: The corporate charter as filed with the Secretary of State will provide the correct, legal name to be used when drafting other documents. Be sure to note any amendments to the name.

State and Date of Incorporation or Organization: This refers to the jurisdiction and date of organization, which are imprinted on the charter as filed.

Fictitious Business Names: If the company is operating under a fictitious name, either due to a name conflict in a particular state or by intent, it should be noted. The information would be found on any d/b/a certificates filed.

Purpose of Business: Some states require a specific purpose clause. It may be helpful when drafting future documents to include that specific clause on the summary sheet. A general business purpose may be found on the IRS filings, such as the Form SS-4 Application for Federal Identification Number.

Principal Business Address: The principal business address of the corporation may or may not be located in its state of organization. Some states require a principal place of business to be listed on the organizational document. If not, the business address will be found on IRS filings or bank account information.

Name and Address of Resident Agent: The name and address of the resident agent in the state of incorporation are generally stated in the charter. The name and address of the resident agent in each state in which the corporation is qualified as a foreign corporation can be found on the applicable foreign qualification application.

States and Dates of Foreign Qualification: This information appears on the foreign qualification filings.

Authorized Stock: The authorized classes and series of stock of the corporation, and the number of shares in each class or series, are set forth in the charter. Be sure to check amendments to the charter for any change in the number, classes or series of authorized stock since the initial filing of the charter.

Issued Stock: The stock ledger should contain all ownership information (current and historical) on issued stock. Noting the total issued shares in each class on the summary sheet may be helpful when such information is needed quickly. Additional information on stock issuance and maintenance of stock records can be found in LeapLaw's Stock Issuance Best Practice Summary.

Members of the Board of Directors: The directors of a corporation are identified in the minutes or written consents containing resolutions of the stockholders electing them. Directors are elected at each annual meeting of stockholders and may be changed by a resolution at a special meeting or by written consent any time following the annual meeting. To confirm the current roster of directors, begin with the most recent annual meeting minutes or written consent of the stockholders and check all subsequent resolutions for changes in directors that may have been made at a special meeting or by written consent of stockholders. Also check for resignations and interim appointments by the board of directors.

Officers: The names of officers and the office held by each are identified in the minutes or written consents containing resolutions of directors electing them. Officers are generally elected at each annual meeting of the directors, but the identity of officers may change at any time during the year. To confirm the current roster of officers, begin with the most recent annual meeting minutes or written consent of directors and check all subsequent resolutions for changes in officers that may have been made at a special meeting of directors or by written consent. Please note that not all officers may be elected by the board of directors. The corporation's bylaws should be checked to identify officers who are appointed rather than elected. Also check for resignations of officers, if any.

Federal Identification Number: The corporation's federal identification number should be listed on the Form SS-4 filed with the IRS. Additional information regarding federal identification numbers can be found at LeapLaw's Federal Identification Number Best Practice Summary.

Other Tax Filings: Any other information filed with the IRS, including Form 2553 (Election by a Small Business Corporation) should be maintained in a particular section of the minute book for easy reference.

Fiscal Year End: The fiscal year end can be found in the charter, the bylaws, or on the Form SS-4 filed with the IRS.

Date of Annual Meeting: This date may be included on the summary sheet, although the date is usually fixed in the bylaws as a specific date "or such other date as may be chosen by the directors."

Note: The summary sheet is only useful if it is always kept up to date. If it cannot be relied upon, it loses most of its value.

Sample Summary Information Sheet for a Corporation

LIMITED LIABILITY COMPANIES

Records Book Contents
The records book for a limited liability company (LLC) should contain the following items:

• Certificate of formation and all amendments and restatements, as filed with the Secretary of State.
  
• Foreign qualifications and all amendments.
  
• "Doing business as" (d/b/a) certificates, if any.
  
• Operating agreement of the LLC and all amendments and restatements thereof.
  
• All written consents of members and minutes of all members' meetings.
  
• IRS filings. If an LLC will be taxed as a corporation or will have employees, it should file for a federal identification number using an IRS Form SS-4 that should be filed in the company records book. However, if the partnership will be taxed as a partnership and will have no employees, it may not need a federal identification number.
  
• Membership interest ledger. Ownership of an LLC may be itemized on a schedule to the operating agreement. If it is set out separately, it will be a separate item in the records book.
• All documentation effecting the addition and withdrawal of members, if not included in amendments to the operating agreement.
  
• Annual Reports. Any annual reports filed with the state of organization and other states in which the LLC is qualified to do business, as required.

Summary Information Sheet

Like a corporation, an LLC should also have a summary information sheet at the beginning of the company records book. Below is a list of the information that should appear on the summary sheet, along with the best source or sources of the information.

Exact Name of the Company: The certificate of formation or organization states the exact company name. Be sure to note any amendments amending the name.

State and Date of Formation: The state of formation is the state where the certificate of formation is filed. The date of formation is stamped on the certified copy following formation.

Fictitious Business Name(s), if any: These would appear on d/b/a certificates filed by the LLC.

Term: The operating agreement may contain a termination date for the LLC.

Purpose of Business: Some states require the specific purpose of the LLC to be stated on the certificate of formation. If not, it may be found in the operating agreement or on the LLC's IRS Form SS-4.

Principal Business Address: The business address may be found on the certificate of formation or in the operating agreement. If not, it may be found on IRS filings or bank account information.

Name and Address of Resident Agent: The LLC's resident agent for each state is listed on the certificate of formation or foreign qualification certificate for that state.

List of Members' Names and Contributions: A list of members along with a description of the membership interest owned and capital contributions owed by each may be found as a schedule to the operating agreement. A list of the capital contributions actually made to date by each member may be a separate document. This information may be too bulky for the summary sheet.

List of Managers or Managing Members: The day to day business of an LLC may, but need not, be managed by managers or managing members. The exact structure, titles and authority of the management should be defined in the operating agreement.

List of Officers (if any): An LLC may or may not have officers. If so, offices will be defined in the operating agreement and the officers will typically be appointed by the management body.

Registration in other States as a Foreign LLC: When an LLC qualifies to do business in a state, the certificate of authority granted by that state should be filed in the records book. The summary sheet should list the states and dates of qualification.

Federal Identification Number: If an LLC has no employees and is to be taxed as a partnership, it may not have a federal identification number. The tax structure of the company should be contained in the operating agreement. If the LLC does have a federal identification number, the IRS Form SS-4 should be filed in the company records book.

Fiscal Year End: The fiscal year end should be stated in the operating agreement.

PARTNERSHIPS

Records Book Contents
The records book for a limited or general partnership is similar to an LLC records book and should contain the following items:

• Certificates of Partnership or Limited Partnership and all amendments and restatements. In some states, general partnerships may not file documents with the secretary of state but rather will file a business certificate in the city or town of their principal office.
  
• Foreign qualifications and all amendments.
  
• "Doing business as" (d/b/a) certificates, if any.
  
• Partnership agreement and all amendments and restatements.
  
• Written consents of partners and minutes of all partners' meetings.
  
• IRS filings. If a partnership will have employees it should file for a federal identification number using an IRS Form SS-4 that should be filed in the company records book. Otherwise, it may not need a federal identification number.
  
• Partnership interest records. These will be itemized on a schedule to the partnership agreement.
• Documentation effecting the addition or withdrawal of partners, if not included in an amendment to the partnership agreement.
  
• Annual Reports (limited partnerships only). Any annual reports filed with the state of organization and other states in which the limited partnership is qualified to do business, as required.
  

Summary Information Sheet

A partnership should also have a summary information sheet at the beginning of the partnership records book. Below is a list of the information that should appear on the summary sheet, along with the best source or sources of the information.

Exact Name of the Partnership: The certificate of partnership or limited partnership states the exact partnership name. Be sure to note any amendments amending the name.

State and Date of Organization: The state of organization is the state where the certificate of partnership or limited partnership is filed. The date of organization is stamped on the certified copy of the certificate.

Fictitious Business Name(s), if any: These would appear on d/b/a certificates filed by the partnership.

Term: The partnership agreement should contain a termination date for the partnership.

Purpose of Business: Some states require the specific purpose of the partnership to be stated on the certificate of partnership or limited partnership. If not, it may be found in the partnership agreement or on the partnership's IRS Form SS-4.

Principal Business Address: The business address may be found on the partnership certificate or in the partnership agreement. If not, it may be found on IRS filings or bank account information.

Name and Address of Resident Agent: The partnership's resident agent in each state is listed on the certificate of partnership or limited partnership or foreign qualification certificate for that state.

List of Partners' Names and Contributions: A list of partners along with a description of the interest owned and capital contributions owed by each may be found as a schedule to the partnership agreement. A list of capital contributions actually made to date by each partner may be a separate document. This information may be too bulky for a summary sheet.

List of General Partners: The name, title and authority of each general partner should be defined in the partnership agreement.

Registration in other States as a Foreign Partnership: When a partnership qualifies to do business in a state, the certificate of authority granted by that state should be filed in the records book. The summary sheet should list the states and dates of qualification.

Federal Identification Number: If the partnership has a federal identification number, the IRS Form SS-4 should be filed in the partnership records book.

Fiscal Year End: The fiscal year end of the partnership should be set forth in the partnership agreement.

ELECTRONIC MINUTE BOOKS

A software program may acilitate the storage and retrieval of business entity information traditionally recorded in minute books, stock ledgers and records books. Automated reminders can be easily created to reduce the chance of missing critical filing deadlines.

Whether minute books are maintained physically or electronically, maintaining them well and keeping accurate summary sheets can significantly increase efficiency. However, without the aid of such software, the lawyer or paralegal responsible for maintaining and retrieving the information is more likely to make mistakes.