What is a Minute Book? Does my company need to have one?

Every corporation is required to maintain an official record of all activities that pertain to their organization and operation. Corporations should also record all meetings conducted by the Board of Directors and shareholders, including any changes done within the corporation such as change of corporate address, directors, shareholder and/or its officers. These records are kept in what is called a “Minute Book”, this is normally the first thing that is reviewed when a corporation goes into a business transaction like selling the company or getting a corporate loan. Basically, the Minute Book is one of the most important books that a corporation has in its files.
There are no set rules on how you would present your Minute Book, you could have it filed in a simple ring binder or place it in a fancy, leather, book-bound binder. Aside from the Title page and Table of contents, your Minute Book would normally contain the following:
  • Letter/acknowledgement receipt from the Secretary of State upon filing of your Articles of Incorporation
  • Copy of Articles of Corporation
  • Copy of any fictitious name registration
  • Copy of any trademark registration
  • Waiver of notice for organizational meetings
  • Minutes of organizational meetings
  • Corporate bylaws
  • Sample Stock Certificates
  • Offer to purchase stocks
  • Tax forms
  • IRS Form SS-4 (pertains to the issued Employer’s Identification Number (EIN))
  • IRS Form 2553 (notice of acceptance form the IRS)
  • Stock Transfer Ledger
  • Stock Certificate stubs