Most companies and large corporations are required by law to hold an annual shareholders meeting during which owners and shareholders gather and discuss or vote on important company matters.
Yearly minutes are key points of a meeting that are drafted for a company’s records, and to provide to the state in many areas. Most states require these important documents to be kept on record at your company to protect limited liability status.
During his yearly meeting, a chairperson or chosen spokesperson leads the group through agenda topics that may or may not require voting from shareholders. The topics, minutes and decisions can be noted during the meeting and transcribed later into a more official document.
That document provides companies and corporations with official accounts of decisions made and other topics of importance during their annual shareholder meeting.
What to Include in Minutes
In order to better protect your company, it’s critical to understand what to include in your minutes. End-of-year or annual meetings are probably the most important type of meeting to document. These meetings sum up key company activities and decisions, finances, and stocks. Depending on the state, voting shareholders must be notified of meetings 10-60 days in advance.
The first step in drafting yearly minutes is to transcribe:
- The name of the company
- The name of the minute taker
- Date, time, and location of the meeting
- A list of attendees and those absent
Meetings do not need to be transcribed verbatim, but noting amendments, motions, and facts – as well as who is saying them or voting on them – is essential. Along with these minutes, companies should include financial statements like tax returns.
There is no requirement that everything discussed must be recorded, so minute takers can keep information light and straightforward. Minute takers should type these shortly after a meeting to make sure information is clear and accurate. If anything is unclear, the minute taker can immediately clarify the issue. Sometimes it can be beneficial to have attendees sign a drafted version of minutes to avoid any future legal problems.
Legal Issues and Help from Prestidge Law Firm, P.C.
Minutes are private unless a court subpoenas the records or your company is being investigated by the IRS. Legal issues may arise involving an employee dispute or shareholders rights. For this reason, it can be beneficial in some cases to avoid discussing employment or specific names of employees during meetings.
Remember that these records will be official and can be referred to for a number of legal matters. Receiving counsel from knowledgeable attorneys before calling meetings can be beneficial in drafting minutes.