As a corporate lawyer in my second decade of practice, I have a special set of fetishes for the tools of my profession: defined terms (God, how I love them); completed disclosure schedules; and a row of deep red leather minute books on a shelf.
A MINUTE BOOK is one big binder that contains the company’s building block documents. Those documents include all organizational filings, all resolutions of the board and shareholders, copies of stock certificates and the owner register. It can be a fancy leather bound thing or a 3-ring binder – regardless of form, every company has to have one. Below are the contents which should be kept current:
- Articles or Certificate of organization
- Bylaws, Operating Agreement, Shareholders Agreement
- FEIN receipt
- S-election receipt
- All written consents and minutes of meetings.
- Business license
- All registrations and filings
- Copies of certificates of units of ownership
- Ownership (stock) register