Corporate Board Minutes - Home

Corporate meeting minutes are crucial to why you formed a corporation.
Proper, timely corporate minutes help protect personal assets of owners and officers.

Corporate resolution writing should

• be simple, yet contain language sufficient to show that the board of directors exercised its fiduciary duties of care and loyalty.
   
• specify the voting results for each resolution.
   
• reflect meetings or written consents executed before or soon after the approved actions occurred rather than long after-the-fact at the annual meeting.
   
• meet certain other minimum content and format standards.
   

For details, click on Corporate Minutes ResBuilder^SM or our free Corporate Resolution Demo or use our navigation bar to the left.

Still uncertain why you need corporate minutes? Then think about this:

During an audit, the IRS, taking minutes from your corporate record book, will search for discrepancies between the corporate resolutions adopted by the shareholders and board of directors and the actions of the corporation.

Absent proper authorization in the corporate minutes (and accurate expense records), the IRS can reclassify expense reimbursement as dividends - i.e., taxable income plus interest and penalties.

Absent proper authorization in the corporate minutes (and written loan agreements), the IRS can reclassify insider loan funds from a shareholder to a corporation as additional capital contribution and the loan principal repaid to the shareholder as a dividend - taxable income plus interest and penalties.

Absent proper and timely authorization in the corporate minutes, the IRS can reclassify compensation paid to shareholder-officers as dividends - i.e., taxable income plus interest and penalties.

During a lawsuit, plaintiff's attorneys will take corporate meeting minutes from you during discovery to prove that the corporation is not truly a separate legal entity from its officers and shareholders. How?

Deficient corporate minutes can demonstrate that the officers and shareholders repeatedly acted without the authorization of a corporate resolution.

Like commingling corporate and personal money, actions without required corporate resolutions evidence a disregard for corporate formalities that helps attorneys to 'pierce the corporate veil' (i.e., overcome the corporate shield against personal liability).

Losing the corporate shield means that officers or shareholders can be named in a lawsuit and held personally liable for all debts of the corporation.

Next week, a director from last year who is needed for a quorum might be unable to sign corporate minutes approving actions taken in the past. Reason: permanent physical or mental incapacity or even death due to an accident; or he or she is overseas on vacation when the IRS demands the minute book.

Next month, a shareholder from last year who is needed for a quorum might be unwilling to sign corporate minutes approving actions taken in the past. Reason: Sold his or her shares to another shareholder and fears that signing equals liability; or he or she is no longer on speaking terms with management.

Check us out today. Try our free Corporate Resolution Demo.

To Get started:

• Visit our Registration page to become an authorized user.
   
• As an authorized user, click on any Login link on this web site and enter the username and password chosen by you to access your User Account.