Importance of Minute Book Maintenance - …

1 As seen in the MARCH/APRIL 2002 issue of LEGAL ASSISTANT should list certain biographicalinformation for easy reference such as: The exact corporate name State and date of incorporation Trade names, if any Purpose of business Authorized and issued stock Names of directors Name and titles of officers Federal identification number Resident agent name and address State and dates of qualification Fiscal year end Annual meeting trick is to be sure that theinformation on the summary sheet isalways kept accurate. Whenever newvotes or any amendments are filed inthe Minute book , care should be takento note any changes that affect theinformation contained on the summa-r y. A chart of information contained ona typical summary sheet together withlocations on where the information canbe found can be viewed at LE G A LAS S I S TA N TTO D AY SWeb site, Liability CompaniesRecords books for Limited LiabilityCompanies (LLCs) should contain sim-ilar information to the corporateminute book .

2 The beauty of LLCs isthat the management can be structuredYou might call it a Minute book . Youmight call it a company recordsbook or simply a records book . It allboils down to a three-ring binder con-taining the governance of a businesse n t i t y. Whether the business entity isa for-profit or nonprofit corporation, alimited liability company, partnershipor limited partnership, pursuant to thelaws of its state of organization ordomestic state, all business entitiesmust maintain some type of record-keeping books. A well-maintainedminute book is a timesaver for attor-neys and paralegals. Ty p i c a l l y, records found in aminute book are the certificates or arti-cles of incorporation and all amend-ments as filed with the Secretary ofState, bylaws or operating or partner-ship agreement, management votes,annual filings and qualifications. Employment agreements, non-competition agreements, nonstock-related agreements, leases and otherbusiness agreements are generally filedseparate from the Minute my experience, corporate recordsbooks are typically referred to as Minute books as opposed to otherentities such as limited liability com-panies, limited partnerships and part-nerships, whose records books havebeen referred to as company recordsbooks.

3 A well-maintained corporateminute book should contain an index sheet listing sections, separated by written or numbered tabs, for the following documents in chronologicalorder: Certificates or Articles ofIncorporation together with anyand all amendments. Bylaws together with any amend-ments and/or restatements. Incorporator minutes and consents. Stockholder minutes or consents. Directors minutes or consents. Foreign qualification filings, if any. IRS filings such as the IRS FormsSS-4 (federal identification num-ber application) and 2553 (election of small business corporations). Stock ledger and certificates (ifthe list of stockholders isn t toocumbersome). Otherwise a sepa-rate stock records book will be maintained. Date stamped copies of all annualreports that have been filed(optional). I t s very convenient to create a summary sheet inserted in the front of the Minute book . The summaryImportance of Minute book MaintenanceA well-organized corporate records book benefits both attorneys and paralegals.

4 BYDENISEANNUNCIATAin many ways and is defined in anOperating Agreement. An LLC willhave members who are counterparts tothe corporate stockholders. Management of the companymight be structured so that there is aboard of managers or directors, a man-aging partner, a managing member or amanaging director. The managementb ody will appoint officers to fill officesdefined in the Operating Agreement,if any. Ty p i c a l l y, an LLC companyrecords book will contain some versionof the following documents. Certificate of Formation and anyamendments thereto as filed withthe Secretary of State A copy of the OperatingAgreement and any amendmentsthereto Members minutes or consents Managers or Directors minutes orconsents Qualification or registration filings IRS filings such as the SS-4 Membership records Annual , creating a summary sheetto place in front of the records book isvery convenient. The summary sheetshould list certain biographical infor-mation pertinent to the limited liabili-ty company for easy reference such as: The exact company name State and date of formation Purpose of business Term List of members List of managers or name of managing member Name and titles of officers Federal identification number Resident agent name and address State and dates of foreign registration Fiscal year , it s imperative that theinformation contained on the summarysheet be kept accurate.

5 A chart ofinformation contained on a typicalLLC summary sheet together with loca-tions on where the information can befound may be viewed at LE G A LASSISTANTTODAY sWeb and GeneralPartnershipsRecords books for limited or generalpartnerships are similar to the LLCrecords book : Certificates of Partnership orLimited Partnership filed with theSecretary of State and all amend-ments thereto. In some states,general partnerships may not filedocuments with the Secretary ofState but rather they may file abusiness certificate in the city ortown of their principal office. A copy of the partnership agreement. Votes of the Partners and/orGeneral Partners (in the case of an LP). IRS filings such as the Form SS-4. Ownership Interests Records. Annual Reports, if sheet information willbe found in the partnership agreementand/or the Certificate of LimitedPartnership. It should contain the following: The name of the entity. State and date of ANNUNCIATA has 14 years experience as a corporate paralegal working in law firms and corporations and she is a corporate paralegal instructor at NortheasternUniversity in Boston.

6 Annunciata holds a bachelor s degree in legal studies from the University of Massachusetts, Boston, and a certificate in paralegal studies from BentleyCollege, Mass. She received an honorable mention as LEGALASSISTANTTODAY SParalegal of the Year in 1999 and is a member of the Massachusetts Paralegal Association and the National Federation of Paralegal Minute books aremaintained physically or electronically, keeping accu-rate summary sheets can sig-nificantly increase efficiency. Two-Step Software, Stock of America's CorporationsTel: 800-252-2454 Email: List of partners. States where the partnership isqualified, if any. SS-4 Future of Minute BooksHave you ever had to maintain dupli-cate Minute books for a client? Haveyou ever had to search the recesses ofyour law firm for a Minute book thathad been misplaced? These scenarios may be a thing ofthe past as technology begins to addressminute book Maintenance . Two Step Software Inc.( w w ) has a prod u c tnamed Corporate Focus that electroni-cally maintains Minute books and stockrecords.

7 Corporate Focus most recentversion allows corporate documents tobe scanned and maintained on a We b -based application. This technology makes it possiblefor law firms and their clients to accessidentical corporate information such asthe charter, minutes , votes and otherdocuments, thereby alleviating the dif-ficult process of maintaining duplicateminute books. Keeping track of Minute books area vital part of a corporate legal assis-t a n t s job. Whether Minute books aremaintained physically or electronically,maintaining them well and keepingaccurate summary sheets can signifi-cantly increase efficiency. The ability to put your finger onbasic information contained on thesummary sheet with ease and confi-dence makes a legal assistant appearorganized and knowledgeable. And, aswe all know in the legal field, percep-tion is everything.