Organizational Minutes for an Oregon Professional Corporation

Unlike corporations, limited liability companies (LLCs) are not required by state law to hold meetings or record minutes of the meetings they do hold. Though they are not required by law, it is helpful for LLCs to keep minutes to help protect their business. Thus, many LLCs self-impose meeting and minute requirements.

A business should keep its minutes for at least seven years, and make them available to members of the corporation (e.g., shareholders, directors, and officers) who make a reasonable request to review them. There is no requirement to file annual stockholder meeting minutes with the state or other government agency.

Taking Meeting Notes. Type Meeting Notes - Type up a full version of the meeting minutes. Circulate a Draft - Follow your corporation's policy about who must review the draft notes. Distribute Minutes to Board - Usually in advance of the next meeting.

Corporations can have many structures, but the most standard structure consists of the (1) board of directors, (2) officers, (3) employees, and (4) shareholders or owners. There is no limit your corporation can have as many as are desirable or expedient to do business.

Use a template. Check off attendees as they arrive. Do introductions or circulate an attendance list. Record motions, actions, and decisions as they occur. Ask for clarification as necessary. Write clear, brief notes-not full sentences or verbatim wording.

Meeting Requirements for Corporations. State laws and a corporation's bylaws will dictate specific meeting requirements for corporations. In general, however, most corporations are required to have at least one shareholders' meeting per year. Corporations are also required to prepare and retain minutes of these meeting

What Are Corporate Meeting Minutes? Corporate meeting minutes are a record that's taken at formal meetings of managers of corporations. The minutes describe the actions and decisions that managers take at company meetings.

Organizational meetings are held to appoint officers, elect or appoint directors, issue shares in the corporation, approve bylaws, setup minute books, appoint or waive the appointment of auditors, set up bank accounts, etc.

Prepare corporate minutes. Notes kept at each shareholder and board meeting held by a corporation provide a written record of what occurred at the meeting. Approve corporate minutes. File the minutes with internal corporate records. In limited circumstances, file the corporate minutes with the state.