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Q.What are corporate record keeping and reporting requirements?
A.There are many corporate record keeping and reporting requirements. Some are imposed by state corporation law, others by federal and state securities laws and regulations, and still others by the corporation's own bylaws and procedures. Every corporation for example must file either an annual or bi-annual information statement of officers and directors with the Secretary of State, and upon the issuance of shares most corporations must file a notice to the Commissioner of Corporations. In addition to these documents that must be filed with governmental agencies, corporations are well advised to keep up-to-date an accurate minutes of meetings, or written consents, in the corporate minute book.
While it is true that many small corporations keep informal "minutes" or "written consents" generally prepared from some CD Rom product, or form book, this is generally not a good idea. If a problem develops – say an angry stockholder, a creditor trying to pierce the corporate veil, a lawsuit or audit – there will be no substitute for up-to-date minutes of meetings and written consents, properly attested to, and carefully prepared and filed in a complete corporate minutes book.
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