Liability concerns aside, a well-maintained corporate record book may also be essential where business owners seek to raise capital through offerings of debt or equity, sell or transfer the business, resolve disputes among the business' owners, or submit to an audit by state or federal taxing or regulatory authorities.
Corporate records include the articles of association, company bylaws and other incorporation documents. In addition, the corporate records also include the policies and resolutions made and agreed by the Board. The corporate record is not static; it is in a state of constant evaluation and growth.
The basic organization of an operational document that every corporation and LLC should keep and maintain in their corporate record book include the original filing documents, any document from the Secretary of State authorizing and granting the creation of the corporation, all annual reports and filings, and any ...
Key Takeaways. A corporate resolution is a written document created by the board of directors of a company detailing a binding corporate action. A corporate resolution is the legal document that provides the rules and framework as to how the board can act under various circumstances.
Corporate Documents means, with respect to any entity, such entity's articles or certificate of incorporation, by-laws, memorandum and articles of association, limited liability company agreement or partnership agreement, as applicable, and any other organizational documents of such entity.
How long should I keep business documents? Document retention guidelines typically require businesses to store records for one, three or seven years.
Corporate Books and Records means all Books and Records of the Company relating to the Company's corporate existence, equity arrangements, accounting practices and tax returns, and including the Company's stock ledgers, auditor's letters, business and financial records (including budgets and ledgers) and all employee ...
Resolutions are documents that record board decisions. Corporate resolutions can be made on many matters, including: Records of major transactions of the corporation. Approvals of contracts. Records of sale or purchase of real property (land and buildings)
How Do You Maintain a Minute Book?Certificate of Incorporation: A file-stamped copy of the Certificate/Articles of Incorporation and all subsequent amendments as filed in the state of incorporation.Bylaws: Your Bylaws and any amendments.Board of Directors:More items...•
Who needs to sign a board resolution? The board members need to sign the board resolution. The President and Secretary only need to sign when the resolution is certified. But they can sign an uncertified board resolution as well, but it is not required.
How To Write a Corporate Resolution – Step by StepStep 1: Write the Company's Name. ... Step 2: Include Further Legal Identification. ... Step 3: Include Location, Date and Time. ... Step 4: List the Board Resolutions. ... Step 5: Sign and Date the Document.
The resolution should state the name of the person authorized to sign the contract. If the resolution only states the title of the officer so authorized, a certification by a corporate officer must be provided certifying that the individual signing the contract held that office at the time the contract was signed.