dimanche 16 février 2014

The Importance Of Keeping Minute Books

By Krystal Branch


One of the requirements by law for all registered firms is that they maintain up-to-date records of deliberations and resolutions that arise at the firm official meetings. The records are contained in a binder or bound book and should be maintained at the firm registered office or official address for accessibility to all members of that firm. Minute books are basically binders or just files housing all corporate key resolutions and deliberations.

There are several documents that are required to be part of minute books. These include the certificates of incorporation and articles of incorporation, the minutes arising from official meetings such as those held by directors, shareholders and managers, the resolutions from the said meetings, the register of shareholders and that for ledgers, the share certificates, the agreements by shareholders and several other documents are may be specified by the company law.

The legal requirements for minute book vary from one jurisdiction to the other. While some laws do not specifically state that it must be kept by a corporation, there are a number of documents that are specifically outline in most jurisdictions as having to be maintained in an organized manner in a central place. The attempt to fulfill this requirement by itself brings about the minute book.

Other than for legal obligation, proper documentation of company records comes with several other advantages. It makes the management and general operation smoother as retrieval and reference can be achieved much faster. This also saves on unnecessary expenses, reduces wastage of man hour and contributes to overall profitability. This may not be the case if locating such documents was to be done at a future date long after it is overdue.

The other advantages of have well and updated records includes smooth operations and faster implementation of resolutions (ease of reference), the process of going public (issuing of shares) become easier, such matters as takeover, mergers, acquisitions and sale of business can be achieved much faster and facilitate general corporate activities. It is also required when conducting audits whether internal or external. In extreme cases, failure to keep these records is a recipe for cancellation of the certificate of incorporation.

Maintaining minute books can be done through different approaches. Most of organizations prefer to do it themselves. This however requires a detailed understanding of best practices by those charged with this duty. The other common practice is to hand over the duty to a lawyer who will charge small fee and take over the annual updating of documents.

The option of handing over the duty to a lawyer comes with several other advantages beyond just saving your sanity. In this manner, the documents do not get lost or destroyed, they are completely out of reach from parties with interest such as employees, the documentation will be done in accordance to legal requirements and the updates will be timely and in proper fashion.

The minute books are part and parcel of any organization. When well updated, the organization enjoys from many other advantages other than just fulfilling the legal requirements. This is where standards must be developed and budget set aside for this purpose.




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