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Record Keeping

Are your corporate records up to date? Do you have an Annual Meeting coming up? Business records are those records your business needs to keep in order to show that it is functioning in the manner required by the Internal Revenue Service and the laws of the state in which the business is incorporated. These records should include:


  • Articles of Incorporation/Organization, amendments and subsequent public filings

  • Meeting minutes and notices of meetings sent to members or shareholders

  • Adopted operating agreement, shareholder agreement, or corporate bylaws

  • Appointment of the board of directors/advisors and officers/managers

  • Bank accounts signatory cards and reference information

  • Certain contracts

  • Purchase or sale agreements of major assets

  • Tax elections

  • Independent audits of the company’s financials

  • Employee  or independent contractor contracts

  • Corporate officer salaries

  • Related persons agreements between the company and an individual owner or officer

  • Conflict of interest resolutions

  • Loans to the company

  • Loans to  a company owner

  • Employee benefit plans and statements

  • Corporate retirement plan and statements

  • Key person insurance policies

  • Stock Records

  • Dividends and distributions resolutions

  • Lease agreements

  • Employee credit cards for employees authorizations

  • Expense accounts for employees authorizations


Corporate records are needed to show that the corporation is functioning appropriately as required by the Internal Revenue Service, to show that the corporation is a separate entity and to maintain the "corporate veil," which provides the liability protection. 


Some corporations have a corporate records "book" which includes all the required documents. In other cases, the corporate records are kept online or in a file cabinet. The records should be in one place and available if the Internal Revenue Service audits your company. You can also keep your records "in the cloud," but these records may include confidential information and proprietary processes, so be sure your server is secure.


Key Individuals and teams may oversee the direction of the business. One of the most important activities of these individuals is to make resolutions. Resolutions are basically documents that record major decisions. Resolutions can be made on many matters, including:


  • Records of major transactions of the corporation

  • Approvals of contracts

  • Records of sale or purchase of real property (land and buildings)

  • Hiring or layoffs of large numbers of employees

  • Expanding into a new market or a new location

  • All of these decisions, and more, must be recorded


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