Keeping Corporate Records – Good Business Practices

Maintaining annual corporate compliance is an important aspect of running a successful corporation in California. In this article, we will discuss the best practices for maintaining corporate records in California and explain when it is required to hold corporate meetings and when corporate minutes are required.

In California, private corporations (both C-corps and S-corps) are required to hold annual meetings of shareholders and directors. At these meetings, corporate resolutions may be passed and important decisions may be made that impact the direction and operation of the company. It is important to carefully document these meetings and the decisions made in order to maintain corporate compliance and protect the interests of the company and its shareholders.

According to the California Corporations Code, a corporation must keep certain records in order to maintain corporate compliance and protect the interests of its shareholders.

Under the California Corporations Code, a corporation is required to keep the following records:

  • The articles of incorporation and any amendments to them
  • Bylaws and any amendments to them
  • A record of the names and addresses of the current directors and officers of the corporation
  • A record of all meetings of the shareholders and directors, including the minutes of the meetings
  • A record of all actions taken by the directors without a meeting, including written consents
  • A record of all shareholders, including the names and addresses of the shareholders, the class and number of shares held by each shareholder, and any transfers of shares
  • Financial records, including balance sheets and income statements for the current and past three fiscal years

In addition to these records, a corporation may also be required to keep other records as needed for the proper conduct of its business. It is important for a corporation to carefully maintain these records in order to maintain corporate compliance and protect the interests of its shareholders.

What are Meeting Minutes?

Minutes are a written record of the proceedings of a meeting, including the decisions made and any actions taken. In California, corporate minutes should include the date, time, and location of the meeting, the names of the directors or shareholders present, and a summary of the discussions and decisions made.

What are Corporate Resolutions?

Corporate resolutions are formal documents that outline specific actions or decisions made by the directors or shareholders of a corporation. In California, corporate resolutions may be required for a variety of purposes, including adopting bylaws, issuing stock, electing directors, and approving major business transactions.

This legal document should be created any time a decision needs to be formally documented and approved by the board or shareholders. It should include all relevant information about the decision being approved, including what was decided, who voted for it, any dissenting votes, and when it was approved.

When are Corporate Resolutions Required?

In California, corporate resolutions may be required for a variety of purposes. For example, they may be required when issuing new stock or making changes to existing stock certificates; when adopting new bylaws; when electing new directors; or when approving major business transactions such as mergers or acquisitions. Additionally, some financial institutions require a corporate resolution before opening a bank account in the company’s name. It is important that businesses understand which resolutions are necessary so that they can remain compliant with local regulations and laws.

Why Are Corporate Resolutions Important?

Corporate resolutions are important because they provide evidence that decisions were made with due care and consideration on behalf of the corporation. This can help protect businesses from potential legal liability down the road if disputes arise over certain decisions that were made by the board or shareholders. Additionally, having well-written corporate resolutions in place can help ensure that all business transactions are properly documented and legally compliant with state regulations and laws.

Who is responsible for drafting these corporate documents?

It is the responsibility of the secretary of the corporation to draft corporate records, including minutes and resolutions. The secretary should ensure that the records are accurate and complete, and that they reflect the decisions and actions taken at the meetings.

To ensure that corporate records are properly maintained, it is important to follow best practices for storing and organizing them. This includes keeping physical copies of the records in a secure location, as well as maintaining electronic copies for easy access. It is also important to regularly review and update the records to ensure that they are current and accurate.

In summary, maintaining annual corporate compliance in California involves taking minutes and drafting and approving corporate resolutions. By carefully documenting meetings and decisions and following best practices for storing and organizing corporate records, businesses can ensure that they remain in compliance and protect the interests of their shareholders.




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