1. All corporations are required to keep a record of details of the shareholder meetings. The details of the meeting are contained in a corporate minute book that contains summary of the main points covered in the meeting. There is an expression that if it is not contained in the minutes, it did not take place. The minute book also contains record of the lawyers and accountant about company activities. Moreover, if any dispute arises over some case, it is recorded in the minute book.
2. The corporate minute book used to be kept in a binder or folder and was considered the official record of the corporation’s activities. It basically kept all of the important information about the corporation. When it was kept in book form, usually at the office of the corporation’s lawyers, that mean the information was not available to others that might need it. That problem is now solved by hosting the minute book online and allowing everyone that needs access to it simultaneously.
3. By hosting the minutes on line, at the same time the company lawyer reviews the corporate minute book to ensure that all the information contained in the book provides an accurate representation of the company resolutions or transactions it is simultaneously available for others to use. The minute book should contain the following three pieces of information about the company.
1. 1. Articles of Incorporation
4. The articles of incorporation or company charter is usually included in the first section of the corporate minute book. Articles of Incorporation are prepared when incorporating your company. Apart from Article of Incorporation, the minute book also contain bylaws that give detail about board of directors, shareholder rights, bank transactions, capitalization and other general information regarding the conduct of business.
1. 2. Timing and General Details of Proceeding of the Meeting
5. The next section of the minute book usually contains the minute of the shareholders meetings. The minute indicates the timing of the meeting, and the resolutions and other details that took place in the meeting. The minute will also record any actions authorized that will be taken by the company management that will affect existing shareholders of the company such as issuance of new shares, introducing new option plan, selling stocks or stock split, issue loans, and electing officer etc. The minutes should also contain shareholder consents.
1. 3. Stock Ledger Detailing Issuance of Shares
6. Finally, the corporate minute book usually contains a stock ledger and other documents related to the granting of shares or purchasing shares of the company.. The minute book will contain information on when the shares were issued, how many shares were issued, what consideration was given in exchange for the shares, and how many more shares are outstanding.
7. It can save a lot of time and heartache if the Corporate Minute Book is organized like a professional would and to have all the materials available online.
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