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Recently, I made a pretty compelling argument for maintaining a corporate book, if I do say so myself.  Now that you’re convinced, what types of records should be included?  Generally speaking, you should include records of corporate meetings of members or shareholders, action taken without holding a meeting first, and approvals of common business decisions.  Usually, the document that memorializes action taken by the owners, with or without a meeting, is called a resolution.

For some examples of documents to include in your corporate book, refer to this list:

  • Meeting minutes and notices of meetings sent to members or shareholders
  • Adopting an operating agreement or shareholder agreement
  • Adopting corporate bylaws
  • Appointing a board of directors
  • Opening bank accounts
  • Approving contracts
  • Authorizing or rescinding the authority of an employee to perform some function for the organization
  • Purchase or sale of major assets
  • Tax election
  • Approving an independent audit of the company’s financials
  • Amending the articles of organization or corporate bylaws
  • Hiring employees or independent contractors
  • Corporate officer salary
  • Approval of a business transaction between the company and an individual owner or officer
  • Approval of a transaction that causes a conflict of interest
  • Loaning the company money (and the loan documents)
  • Loaning a company owner money (and the loan documents)
  • Adopting employee benefit plans
  • Adopting a corporate retirement plan
  • Establishing an insurance policy
  • Issuing stock
  • Issuing dividends or approving distributions
  • Approving a commercial lease
  • Authorizing corporate credit cards for employees
  • Authorizing expense accounts for employees

Basically, any major decision involving money, power or both should be recorded and filed in your corporate book.  When in doubt, draw up a resolution and file it.  Better to have too much information in there than not enough.

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