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Information
Minute Book Maintenance
Best Practice Summary
Any business entity can and should have a minute or records book. Typically, the terms
are interchangeable when referring to a corporation. The term records book is generally the
preferred term for limited liability companies and partnerships, although these entities may
generate minutes and consents as well. State statutes generally dictate whether these records
must be maintained at the principal place of business of the entity or may be maintained
elsewhere.
A well-maintained minute book or records book is a time saver and can be vital to the efficiency
of a business organizations day-to-day operations.
CORPORATIONS
Minute Book Contents
The following documents are typically contained in a corporate minute book (in chronological
order within each category):
The charter, together with any amendments and restatements, as filed with the Secretary
of State
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Foreign qualification filings and withdrawals, if any. If the company qualifies in several
states, it can be very helpful to compile a separate qualification list that compiles the list
of states in which the company is qualified, dates of qualification and dates when annual
reports are due to be filed, if any.
IRS filings such as Form SS-4 (Application for Employer Identification Number) and
Form 2553 (Election by a Small Business Corporation)
Stock ledger and certificates (if the list of stockholders is not too cumbersome. Otherwise
a separate stock records book will be maintained)
Date-stamped copies of all annual reports that have been filed (optional)
A properly organized corporate minute book will contain an index at the front listing each
section, separated by numbered tabs, for the documents referenced above, followed by a
summary sheet that details pertinent information for quick reference.
Summary Information Sheet
A summary information sheet should also be inserted in the front of the minute book, listing
frequently-accessed facts about the company. Whenever new votes or any amendments are filed
in the minute book, care should be taken to note any changes that affect the information
contained on the summary.
The summary sheet should include the following information:
Exact Name of the Corporation
The corporate charter as filed with the Secretary of State will provide the correct, legal name to
be used when drafting other documents. Be sure to note any amendments to the name.
State and Date of Incorporation or Organization
This refers to the jurisdiction and date of organization, which are imprinted on the charter as
filed.
Fictitious Business Names
If the company is operating under a fictitious name, either due to a name conflict in a particular
state or by intent, it should be noted. The information would be found on any d/b/a certificates
filed.
Purpose of Business
Some states require a specific purpose clause. It may be helpful when drafting future documents
to include that specific clause on the summary sheet. A general business purpose may be found
on the IRS filings, such as the Form SS-4 Application for Federal Identification Number.
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Certificate of formation and all amendments and restatements, as filed with the Secretary
of State.
Operating agreement of the LLC and all amendments and restatements thereof.
IRS filings. If an LLC will be taxed as a corporation or will have employees, it should
file for a federal identification number using an IRS Form SS-4 that should be filed in the
company records book. However, if the partnership will be taxed as a partnership and
will have no employees, it may not need a federal identification number.
All documentation effecting the addition and withdrawal of members, if not included in
amendments to the operating agreement.
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Annual Reports. Any annual reports filed with the state of organization and other states in
which the LLC is qualified to do business, as required.
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IRS filings. If a partnership will have employees it should file for a federal identification
number using an IRS Form SS-4 that should be filed in the company records book.
Otherwise, it may not need a federal identification number.
Annual Reports (limited partnerships only). Any annual reports filed with the state of
organization and other states in which the limited partnership is qualified to do business,
as required.
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A partnership should also have a summary information sheet at the beginning of the partnership
records book. Below is a list of the information that should appear on the summary sheet, along
with the best source or sources of the information.
Exact Name of the Partnership
The certificate of partnership or limited partnership states the exact partnership name. Be sure to
note any amendments amending the name.
State and Date of Organization
The state of organization is the state where the certificate of partnership or limited partnership is
filed. The date of organization is stamped on the certified copy of the certificate.
Fictitious Business Name(s), if any
These would appear on d/b/a certificates filed by the partnership.
Term
The partnership agreement should contain a termination date for the partnership.
Purpose of Business
Some states require the specific purpose of the partnership to be stated on the certificate of
partnership or limited partnership. If not, it may be found in the partnership agreement or on the
partnerships IRS Form SS-4.
Principal Business Address
The business address may be found on the partnership certificate or in the partnership agreement.
If not, it may be found on IRS filings or bank account information.
Name and Address of Resident Agent
The partnerships resident agent in each state is listed on the certificate of partnership or limited
partnership or foreign qualification certificate for that state.
List of Partners Names and Contributions
A list of partners along with a description of the interest owned and capital contributions owed
by each may be found as a schedule to the partnership agreement. A list of capital contributions
actually made to date by each partner may be a separate document. This information may be too
bulky for a summary sheet.
List of General Partners
The name, title and authority of each general partner should be defined in the partnership
agreement.
Registration in other States as a Foreign Partnership
When a partnership qualifies to do business in a state, the certificate of authority granted by that
state should be filed in the records book. The summary sheet should list the states and dates of
qualification.
Federal Identification Number
If the partnership has a federal identification number, the IRS Form SS-4 should be filed in the
partnership records book.
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