Taking and maintaining corporate minutes is far more than a ministerial function. Once adopted, corporate minutes have a special legal status. They provide an irrefutable record of the steps taken in the corporate decision-making process; including what the corporation’s owners and directors considered, and what corporate actions were approved, adopted, and rejected.
All stock corporations and limited liability companies regardless of size or function are required by applicable state law to prepare and maintain good corporate minutes. Unfortunately, many companies fail in this requirement. Companies without good, up-to-date corporate minutes are less valuable as (a) they fail to protect corporate representatives, officers, shareholders, directors, managers and members; and (b) prospective buyers will discount the company’s value as a history of prior corporate acts doesn’t exist.
Corporate minutes are an invaluable tool for litigators. Minutes are proof of corporate compliance with applicable laws and regulations. Minutes can help extinguish claims for alter ego liability, piercing the corporate veil, and demonstrate compliance with fiduciary obligations and the business judgment rule.
Conversely, if not done right, or not at all, the lack of good minutes will help make individual directors, managers, members and shareholders personally liable for actions taken by the company.
Every stock corporation, limited liability company and non-profit corporation, regardless of size, should create, record and maintain excellent corporate minutes as part of its routine records practices.
|Rocket Lawyer||Legal Zoom||MinuteCreator|
|Creates draft minutes of special and annual meetings of Board of Directors & Shareholders; Managers & Members||Yes||Yes||Yes|
|Drafts Meeting Waivers||No||Yes||Yes|
|Drafts Minutes by Unanimous Consent in proper legal form||No||No||Yes|
|Drafts requests for notices by officers, directors, shareholders, managers, members, as needed||No||No||Yes|
|Drafts Notices of Shareholders, Directors, Manager, and Member Meetings, as needed||No||No||Yes|
|Recommends answers to questionnaire, based on prior answers||No||No||Yes|
|Remembers your answers, allows for as many user sessions as needed without having to re-enter information||No||No||Yes|
|Remembers information previously entered so that you don’t need to re-enter information from meeting to meeting||No||No||Yes|
|Individually addresses documents to each shareholder, director, manager, or member, as needed||No||No||Yes|
|Allows for recording and reporting of votes taken, not just passed items||No||No||Yes|
|Records and reports split votes (when a vote is not unanimous)||No||No||Yes|
|Creates all required signature lines, as needed||No||No||Yes|
|Documents are in correct legally form, using correct language||No||No||Yes|
|Documents can be edited offline using MS Word||No||Yes||Yes|
|Online help||No||Yes||Yes – 24 hour call back|
|Live help||No||Yes||Yes – 24 hour call back|
|Contains advertisements or Ties to sell you other services||Yes||Yes||No|