Corporate Records Maintenance Package and Related - Corporate Records

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The Forms Professionals Trust! ™ Records Retention Schedule
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Properly retaining corporate records is essential for its governance and security. Keep your organizational activity accurately registered with ready-to-use legal templates. Answer the questions in the questionnaire below and get a complete package of Corporate Records Maintenance forms specific to your state. Retention of records.
Please complete the questionnaire below to download the form

Corporate Records Maintenance Package and Related Description - Federal Records Retention Schedule

Corporations must accurately follow formal procedures and register all actions and decisions taken. This is a demonstration of acting under the laws of their state of registration. Failing in record maintenance may lead to severe issues during an audit. US Legal Forms’s library has collected state-specific templates to help you quickly find the appropriate document package and adequately keep your corporate records organized.

By answering the questionnaire below, get a complete Corporate Record Maintenance Package with the primary forms for corporations, including samples for minuting initial and annual meetings of Directors and Shareholders, blanks of notices and resolutions, resignation letter templates, and other typical documents. Each bundle contains the following forms:

  • 1. Minutes. Each corporate meeting should be protocolized. These documents vary depending on the purpose of assemblies and their frequency. Organizational Minutes display any changes inside the corporation. Minutes for Initial Meeting of Shareholders and Directors declare what the participants examined organizational documentation and whether it was ratified or declined by the board. Annual Minutes of Joint Meeting of Shareholders and Directors usually outline the company’s yearly state of affairs and the election of directors and officers. Protocols have a particular structure and must provide the company’s details, names of the chairperson and the secretary of the meeting, and the list of all shareholders attending it. Stating the date, time, place of the meeting and describing all questions considered is also a must.
  • 2. By-Laws. This is a detailed compilation of a corporation’s internal rules, setting its governance structure, responsibilities, and rights of all members and owners of the company, and how it will be run. In most states, this document is obligatory even though it only outlines the internal procedures of the corporation.
  • 3. Notice of Special/Annual Meeting of Directors/Shareholders. These blanks are used to communicate with board members about upcoming or special meetings. They include the date, time, and place of the assembly, its goal, decisions to be agreed upon, and the list of the board members who will/won’t attend.
  • 4. Blank Resolution (for Shareholders, Directors, and Joint Action of Shareholders and Directors). These forms are utilized to register an important decision of the board. It may cover issues like selling the company’s shares, voting for new members, appointing new employees for critical positions, etc. When filling it out, you should list all the items discussed and agreed upon during the assembly, who brought the issues up for discussion, and which items should be examined next time.
  • 5. Waiver of Notice of Meeting (by Directors or Shareholders). When shareholders and directors are unable to attend a meeting, they can waive the notice of the assembly by signing this blank.
  • 6. Resignation of Incorporator/Director/Officer form. Incorporators/directors/officers use these blanks to notify the board regarding their wish to leave their position. Apart from the standard formal items to include, it also must contain a reason for resigning.
  • 7. Stock Transfer Ledger and Simple Stock Certificate. This document is vital for keeping track of every stock transaction, whether the company issues, sells, or redeems its shares. The following information must be reported: shareholder’s name and address, the class and monetary value of the shares, and date of transaction. The completed blank should be kept within the corporate records book.

FAQ - Record Retention Requirements

Why is it important to maintain corporate records?

Maintaining business documentation is not just a formality. It demonstrates that the company operates and is governed entirely according to federal and local laws and regulations. Keeping notes about stock transactions and all decisions made by the board protects company owners from potential litigations. Accurate corporate records serve as evidence of legal activity in the event of checkups by tax regulators and local authorities. It also helps in keeping track of a company’s conditions, increasing the company’s market value.

What corporate records must be kept?

Corporate records include all the essential internal documentation of a company displaying board sessions and other assemblies where important decisions are taken. Corporations must precisely note every item discussed in such meetings and keep their log. The law demands to maintain such notes as articles of association, by-laws, minutes of shareholders and directors, notices and waivers of notices, resolutions and policies agreed by the board, stock transaction papers, and other related documentation.

What are the legal requirements for record keeping?

Despite the differences in state regulations, there are general legal requirements for maintaining corporate documentation. All meetings and major decisions should be precisely protocolized. You should register in detail any director and shareholder meeting agendas and items agreed/declined. These documents must contain the date, time, and location of the session and list all the assembly participants, including the chairperson and secretary who keep minutes of the meeting. The assembly secretary and chairperson must properly sign protocols, notices, and other resolutions, and copies should be provided to all participants.

How long do you keep corporate records?

The law requires that companies keep their minutes for seven years as a minimum. As a general rule, this period is sufficient for the protection against potential litigations or tax audits. You should check the IRS clarifications for each type of transaction regarding the documentation related to share issues, sales, redeeming, and other financial operations.

Who is responsible for maintaining company records?

The responsibility for careful record-keeping lies with the company’s secretary, who attends all meetings of directors, shareholders, and officers. The secretary’s commitment is to note the attendance, register all points discussed and agreed upon, and securely store all the meetings’ documentation according to legal standards. Concerning stock and financial transactions, accounting and finance teams are also liable for accurate document maintenance.

Do companies need to keep paper records?

Traditionally, corporations retain their business documentation in a corporate record book in the form of paper files. However, there’s no requirement that they should only be in hard copy. The law doesn’t prohibit the storing of protocols and resolutions electronically. It only states they must be complete and accurate. You can keep them in secure cloud-based storage that the company’s governance and secretary can easily access.Who can inspect corporate records?

The board meetings are confidential. Thus, corporate records should be closed to the public. However, directors and shareholders can ask for the inspection of company by-laws, articles of incorporation, and other accounting books. States have different regulations over this topic, so check these rules with a lawyer to ensure what details your corporation must provide upon request.

How To Complete Corporate Records Maintenance Package and Related Questionnaire Record Retention Guidelines?

Accurately preparing the record maintenance kit is essential for every corporation. Follow these simple rules to retain your corporate notes appropriately:

  • 1. Check the legal requirements regarding corporate recording specific to your state. Rules may differ significantly, thus examine them carefully for the state where you plan to incorporate your business.
  • 2. Prepare an organizational book/register and electronic storage for your corporate documentation to be safely and carefully saved. It should be kept in a single safe place and be easily accessible in case of an audit.
  • 3. Download the Corporate Records Maintenance Package from the US Legal Forms website. To get the bundle, simply answer the questions and register an account. After your subscription is active, you’ll be able to download the package to your device.
  • 4. Make copies of every notice or resolution after meetings, provide board members with copies, and ensure all documentation is accurately filed in the corporate book.

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