How to Take Corporate Minutes

how to take corporate minutesPart of a Delaware corporation’s internal formalities include the annual meetings and minutes.  These minutes and meeting are not provided to the Delaware Division of Corporations and are not part of the public record. They’re typically kept on file internally within the Corporate kit we provide in our Standard package. Whenever a meeting is held, written minutes are created documenting the actions taken at the meeting.

What's Included in Corporate Minutes?

Not sure how to take corporate minutes? There are certain things written minutes should include at a minimum.

  • The name of the company
  • Type of meeting
  • Date, time, and place of the meeting
  • Whether or not the meeting had a special or specific purpose
  • Name and title of the persons who acted as chairperson and secretary of the meeting
  • Whether the meeting was held pursuant to notice, or that notice had been waived by those entitled to receive it
  • A listing of officers or directors present either in person or by proxy and their voting power
  • Whether officers or directors vote at the meeting, and identification of those present and voting, and also whether a quorum was present
  • Identity of any other persons present at the meeting
  • Whether minutes from a previous meeting were distributed and approved, or approved as corrected
  • Description of any reports presented and identification of the presenters
  • Any resolutions or other votes presented, discussed, approved, disapproved, etc.
  • Who made the motions, who seconded them the result of the vote
  • Any other business presented
  • Time and date of next meeting
  • Time of adjournment

Generally, the secretary will prepare minutes within a few days of a meeting and distribute copies before the next meeting so they can be reviewed.

Feel free to reach out to us with any questions about your minutes and meetings for your Delaware corporation.

You may also find How to run a Shareholder Meeting helpful.

*Disclaimer*: Harvard Business Services, Inc. is neither a law firm nor an accounting firm and, even in cases where the author is an attorney, or a tax professional, nothing in this article constitutes legal or tax advice. This article provides general commentary on, and analysis of, the subject addressed. We strongly advise that you consult an attorney or tax professional to receive legal or tax guidance tailored to your specific circumstances. Any action taken or not taken based on this article is at your own risk. If an article cites or provides a link to third-party sources or websites, Harvard Business Services, Inc. is not responsible for and makes no representations regarding such source’s content or accuracy. Opinions expressed in this article do not necessarily reflect those of Harvard Business Services, Inc.

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There is 1 comment left for How to Take Corporate Minutes

Lakshmi Subramanian said: Thursday, November 22, 2018

Is it mandatory for a corporation registered in Delware to maintain minutes of its Board and shareholders meetings ? Or can the company just maintain signed resolutions in its file ? Please advice

HBS Staff replied: Monday, November 26, 2018

Lakshmi, typically corporations record the minutes of the meetings for the Board of Directors and Shareholders, but this information is not filed with Delaware and not part of the public record. The resolutions are also kept on file internally in the company as well.

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