Why and How You Should Keep Corporate Meeting Minutes

Professional Businesswoman Writing Meeting Minutes
Updated August 21, 2023
Carlos Serrano
Written byCarlos Serrano
Alexis Konovodoff
Edited byAlexis Konovodoff
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Corporate meeting minutes are an essential but sometimes overlooked aspect of running your small business successfully. The name implies that this kind of record-keeping is relevant only for C corporations or S corps, but if you have or are thinking of creating an LLC, you should keep effective meeting minutes. Luckily, if you’re a Swyft Filings user, you have access to a simple-to-use tool that makes it easy to keep meeting minutes.

Corporate Meeting Minutes: Key Takeaways

  • Most states require S corporations and C corporations to keep meeting minutes for every shareholder or board of directors meeting.

  • LLCs are typically not required to keep meeting minutes or hold annual shareholder meetings, but there are practical reasons for doing both, including safeguarding liability protections.

  • Meeting minutes don’t have to be exact recordings of everything said at a meeting and should be kept to the important decisions and agenda items discussed.

What Are Corporate Meeting Minutes?

Corporate meeting minutes, or just meeting minutes, are a subset of corporate records. They’re a record of the events and talking points discussed during shareholder meetings, board of directors meetings, and board committee meetings. They don’t necessarily talk about every detail. Corporate meeting minutes frequently just present a summary of key talking points or decisions.

Why Keep Minute Meetings?

When you keep meeting minutes, you’re ensuring that a record exists that tracks why and when you or your business’s shareholders or board members made certain decisions or took specific actions. Keeping meeting minutes is vital to proving that all parties involved in a decision were properly informed and agreed on a course of action. 

Furthermore, there are additional legal and practical reasons for keeping an official record of meeting minutes.

State Requirements for Minute Meetings

Most states require that S corporations and C corporations keep meeting minutes, particularly for the board of directors and shareholder meetings, which can occur annually. 

An LLC may not necessarily be legally required to do so, but keeping effective meeting minutes is an excellent record-keeping practice that makes it easier to track your corporate records. Some companies’ bylaws may also require keeping corporate meeting minutes, regardless of government requirements.

Implications of Minute Meetings on a Business’s Tax Standing

No small business owner plans to be audited, but preparing for the worst-case scenario is never a bad idea. If the IRS ever comes knocking, you will want to prove that you followed tax rules to the letter. Without an official record, the IRS could change the classification of your business and hike your tax rate.

An easy example is travel. If the IRS sees your LLC claimed specific travel costs as a business expense, having meeting minutes that show the relevant decision would go a long way to proving it. You’re then protected during the audit.

Maintaining Personal Liability Protection

One of the biggest strengths of an LLC or corporation is the personal liability protection they provide. Those protections keep your personal assets safe from your business’s debts, bankruptcy, or lawsuits. However, you could lose those protections, also known as the corporate veil, if you can’t prove you followed the rules for separating business and personal decisions.

Meeting minutes are far from the only factor considered when making that decision, but they will allow you to show that any actions taken by your business were not taken for or by you as the owner.

How to Record Meeting Minutes

Recording meeting minutes can seem daunting initially, but it doesn’t have to be. The first thing to keep in mind is that you don’t have to record every single thing said at every meeting of shareholders. Less is more here. Focus on critical decisions discussed for agenda items or important decisions made.

Remember, if it comes down to it, meeting minutes are discoverable in legal proceedings, so it’s best to keep things succinct. When you’re formatting meeting minutes or following a meeting minutes template, include the following: 

  • Name of the group that’s meeting

  • Date, time, and location of the meeting

  • Names of people in attendance

  • Name of the person recording the minutes

  • Agenda discussed

From there, you’ll want to take notes in the order set by the agenda items. Remember to keep it simple. Stick to basic summaries of a sentence or two and specify who brought up what. 

Unsure what to include in your meeting minutes? In general, you’re looking for decisions requiring the approval of a board of directors or company officers, though your company’s bylaws might include other requirements. Here’s a short list of examples of items you should have in meeting minutes:

  • Buying, selling, or issuing stock

  • Credit or loan applications

  • Large purchases such as company insurance or real estate

  • Board elections

  • Appointments of high-level officers such as a president or secretary

Mistakes to Avoid When Writing Meeting Minutes

Although you’re not required to list every single thing said in a meeting, you should not take this as permission to skip items entirely. Make sure you include enough information to show that you gave agenda items due consideration.  

You should also take care to gloss over any confidential information shared during the meeting. For example, privileged information shared by attorneys should generally not be part of meeting minutes as it could find its way to third parties.

You might be tempted to record or tape meetings, especially if you’re not confident in your note-taking skills, but this isn’t advisable. People might refrain from voicing their opinions if they know they’re being recorded or taped, and you want your meetings to be as frank as possible. Moreover, those tapes would be discoverable in court, which may damage your company.

Instead of taping your meetings, you could leverage specific tools to make taking meeting minutes easier. There are meeting minutes templates available online that you can access, for example. If you’ve incorporated with Swyft Filings, however, you have access to a powerful tool: Minutes Manager.

Swyft Filings’s Minutes Manager

Minutes Manager is one of several perks Swyft Filings’s customers have access to through ComplianceGuard, a customer-exclusive tool that streamlines business compliance. It’s designed to help small business owners spend less time worrying about how to keep corporate meeting minutes and more time doing the important work of running a business.

Here’s how it works:

First, you’ll want to navigate to your dashboard and click on the Compliance Manager tab. 

Meeting Minutes Manager Screenshot 1

Look for the Create Meeting Minutes option and click on Create Now.

Meeting Minutes Manager Screenshot 2

Just follow the prompts and questionnaire to create your corporate meeting minutes.

Meeting Minutes Manager Screenshot 3

Minutes Manager is available exclusively for Swyft Filings customers. Small business owners looking to incorporate and get started on the right foot can leverage this easy-to-use tool. 

Frequently Asked Questions

Are meeting minutes required for an LLC?

No federal or state laws specifically require LLCs to keep meeting minutes. In fact, in most cases, LLCs aren’t required to hold an annual meeting. However, there are many practical reasons why you would want to maintain effective meeting minutes. 

Having an official record of certain decisions can help safeguard your liability protection and keep you from piercing the corporate veil. Additionally, an LLCs bylaws or its Operating Agreement might stipulate the need for an annual meeting and associated meeting minutes.

Are corporations required to keep meeting minutes?

Yes, most states require both S corporations and C corporations to hold shareholder meetings and keep minutes of said meetings. Note that S corporations aren’t required to file their meeting minutes with the state, but it’s still a good idea to keep them around for your corporate records.

Is a nonprofit required to keep meeting minutes?

Like other corporations, the IRS and most states legally require that nonprofit organizations keep board meeting minutes.

What should be included in corporate meeting minutes?

In general, you want to include the following items when writing meeting minutes: 

  1. Date and time of the meeting

  2. Names of those in attendance

  3. The purpose of the meeting

  4. Agenda items and topics discussed

  5. Decisions and action items

  6. Date and place of next meeting

  7. Documents included in the meeting report

What happens if I don’t keep meeting minutes?

Keeping effective meeting minutes isn’t a trivial task. Failure to comply with state law can have severe consequences, the most severe of which is the loss of liability protection. Without this protection, your personal assets could be liable for your company’s debts or lawsuits.

How often are corporate minutes required?

In general, states mandate that S corporations and C corporations keep meeting minutes during shareholder or board of directors meetings. Both meetings would be expected to be annual meetings.

Originally published on March 29, 2023, and last edited on August 21, 2023.

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