What Are Corporate Minutes?

Corporate minutes are documented notes of issues discussed during some type of business meeting. Meeting minutes of this type are commonly prepared for a wide range of events such as shareholder and director meetings. Corporate records of this type are generally reviewed and amended as needed at subsequent meetings, and become part of the permanent records that are maintained by most corporations.

A wide range of information can be included in a set of corporate minutes. Typically, the detail included will focus on accurately recording discussions of different subjects relevant to the operation of the business. Common examples of line items found in corporate minutes include the discussion, adoption, or amendment of business plans and procedures, election and recognition of new officers in the company, and decisions to issue or sell stock. Even issues such as restructuring benefit packages for employees or entertaining the idea of selling or merging the business may be discussed during the meeting and documented in the official minutes.

In many jurisdictions, companies are required by laws to maintain corporate minutes of specific types of gatherings, such as shareholder or director meetings in which elections take place. Even if local laws do not require that minutes be kept at certain types of corporate meetings, many companies choose to do so as a means of creating an ongoing history of the business and making sure that key topics and discussions are available for reference at future dates. Since corporate minutes are often considered admissible in court hearings, making sure the minutes are accurate and approved by those attending the meeting is very important.

There are several different approaches to preparing corporate minutes. One approach involves the presence of an individual trained as a recorder to take notes during the actual meeting. More commonly today, the meeting is recorded usual audio recording equipment, making it possible for a text document to be prepared at a later date. Some companies even include visual data in the minutes, such as the inclusion of a slide presentation that is shown to shareholders, combining text and visual aids to provide a more complete history of what took place in the meeting.

With either approach, an official transcript is prepared and distributed to board members or shareholders for review. At the next scheduled meeting, the corporate minutes are reviewed and amended if necessary. The actual process of review and making amendments may be somewhat relaxed, although it is not unusual for some businesses to make use of parliamentary procedures as outlined in works such as Robert’s Rules of Order to recognize, consider, and ultimately approve or reject suggestions for changes or amendments during the review of the proposed minutes. Once those in attendance are in agreement that the minutes are complete and accurate, they are approved and become part of the company’s official records.