How to Do Corporate Minutes in California

Corporate minutes are an essential aspect of corporate governance for California corporations. Even if you are the only shareholder, creating corporate minutes helps to show that your corporation is legitimate.

We will explore the specific considerations for California corporations regarding minutes and provide a comprehensive guide to navigating this critical aspect of corporate governance.

What are corporate minutes?

Corporate minutes are detailed written records of corporate meetings, including board of directors meetings and shareholder meetings. They document discussions, decisions, and actions taken during these meetings, serving as a legal and historical record of the corporation’s activities.

Why are corporate minutes important?

In California, it is required for most corporations to hold regular meetings of the board of directors and shareholders as specified in the corporation’s bylaws. Special meetings may also be called by the board of directors or shareholders as needed to address specific matters requiring immediate attention. Corporations must keep minutes of all meetings of its shareholders and board of directors.1California Corporations Code Section 1500

Aside from the requirements, these detailed records serve as a legal and historical account of discussions, decisions, and actions taken during corporate meetings. They help demonstrate that corporate decisions were made in accordance with fiduciary duties and corporate bylaws, as well as legal and regulatory requirements.

Minutes serve as a historical archive of the corporation’s actions, providing insights into past decisions, strategies, and discussions. They can be valuable for reference purposes, future planning, and resolving disputes.

If you are the only shareholder, creating corporate minutes is still important, as it provides evidence that you are properly maintaining your corporation, in case its legitimacy is challenged.

How to create corporate minutes in California

  1. Preparation
    • Review Bylaws: Familiarize yourself with the corporation’s bylaws to understand meeting procedures and requirements for minutes.
    • Develop Agenda: Create a structured agenda outlining topics to be discussed and actions to be taken during the meeting.
    • What to Include: Minutes should include the date, time, and place of the meeting, names of attendees, actions taken, and vote results.
  2. Conducting the Meeting
    • Attendance: Record the names of attendees, including directors, officers, and any guests present.
    • Discussion and Resolutions: Document key discussions, proposals, and decisions made during the meeting, along with voting results.
  3. Drafting and Approval
    • Timely Drafting: Prepare draft minutes promptly after the meeting while details are fresh in memory.
    • Review and Approval: Circulate draft minutes to attendees for review and approval. Once approved, minutes should be signed by the meeting chairperson and secretary.

What to do with the corporate minutes after the meeting?

  • Secure, Organized Storage: Maintain minutes in a well-organized system, ensuring easy accessibility and retrieval when needed. Minutes should be stored securely in either physical or electronic format to prevent loss, tampering, or unauthorized access.
  • Accessibility to Shareholders: The directors and certain shareholders (those holding at least 5% of the voting shares) have rights to inspect and obtain a copy of corporate records, including minutes.2California Corporations Code Section 1600
  • Retention Period: California corporations must retain corporate minutes for a specified period, typically no less than three years, and make them available for inspection by shareholders and directors.

Do corporate minutes need to be filed or submitted to the government?

In California, corporate minutes are not filed or submitted to the California Secretary of State or any other government agency. However, the government may specifically request these documents, for example, during an audit or investigation.

Related Pages

Guide to California Corporations

Guide to the Law for Business Owners

Guide to Business Structures

Author

  • Tristan Blaine

    Tristan Blaine is the founder of Law Soup Media, and has been a licensed attorney since 2013.

    About Tristan
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