Meeting Minutes, What is Required of Corporations, Partnerships and LLCs
Meeting Minutes, What is Required of Corporations, Partnerships and LLC’s
All business concerns that are formed as a Corporation, Limited Liability Company or Partnership must submit, at a minimum, the original meeting minutes as part of their 8(a) Application. If you operate as a Sole Proprietorship, you are not required to submit meeting minutes.
What needs to be included in the meeting minutes?
At a minimum, you must submit a copy of the business concerns initial or organizational meeting minutes and at least the last two immediate years of annual meeting minutes.
Typically the initial or organizational meeting minutes are prepared at the time you formally organize your business concern. The initial meeting minutes will usually contain the following information:
A listing of all business concern shareholders, owners or members
Elections of the initial Board of Directors, Managing Member or General/Limited Partners
Election of all business concern officers such as the President/CEO, Vice President, Secretary and Treasurer
Resolutions acknowledging the filing of the Articles of Incorporation, Organization or Partnership filing
Resolutions accepting the original Bylaws, Operating Agreement or Partnership Agreement
Any other general business topics discussed such as opening business bank accounts, officer salaries, etc.
Your Bylaws, Operating Agreement or Partnership Agreement will generally outline the requirements for holding meetings. Typically each year a meeting is held with the purpose of electing or re-electing the Board of Directors, Managing Members or General/Limited Partners and all officers.
Please note here that I recently ran into an applicant that had no other members on his Board of Directors and said he did not have any meeting minutes because there was never any organizational meeting. But there was an organizational meeting, it was held in his head with himself, therefore; he needed to record what happened at that initial meeting with himself. It was evident this meeting occurred because when he completed his corporation papers with the State he had clearly completed the application successfully with all the supporting documentation. He just needed to write down and record what his thinking process was when he incorporated his company.
