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Maintain Up-to-Date Corporate Minutes


-This excerpt is from our Spring 2016 Dimensions Newsletter-

Large, publicly traded construction companies often employ teams of in-house professionals to make sure they’re complying with the various legal and financial reporting requirements that apply to large corporations. In privately held corporations, though, regulatory compliance is often an added responsibility that majority shareholders handle themselves — which means it can easily get overlooked.

One such requirement is the need to hold regular shareholder meetings and maintain accurate corporate minutes. These are not only required by law, but they also can be helpful in defending against third-party legal actions that might seek to shift liability away from the corporation to individual shareholders.

Corporate minutes can also be useful in the event of audits or tax disputes, and they can help resolve future shareholder disputes by providing a written record of agreements among the owners. The required timing and other details will vary depending upon the state in which your business is incorporated, so consult with legal counsel for specific annual meeting requirements. 

Typical meeting agenda items include:

  • Election of officers and approval of compensation.
  • Ratification of financial statements and tax returns.
  • Approval of equity transactions such as the issuance of new stock or redemption of shares.
  • Review of shareholder loans or other related-party transactions.
  • Review of real estate transactions and any significant financing, long-term debt or lease agreements.
  • Approval of mergers, acquisitions or joint ventures.
  • Approval of senior management salaries and bonuses.
  • Changes to employee benefits or retirement plans.
  • Renewal of professional contracts with banks, attorneys, accountants, auditors, sureties and insurance brokers.

Annual meetings and corporate minutes do not have to be burdensome. Generally, the previous year's minutes will provide a good template for the current year's requirements.

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