jeudi 20 février 2014

The Need For Well Maintained Minute Books In A Firm

By Krystal Branch


Maintaining records of the official meetings is not a matter of choice for registered corporation, it is a legal requirement. The result of this is the minute books; files that contain the records of discussion and decisions that took place in the official company meetings. These and other important documents are maintained in the registered office or an official address for easy access by authorized employees and other parties that may require the same.

Other than the minutes (including resolutions) recorded during major meetings, there are several other documents that in practice, are kept together as part of minute books. The most common documents that are kept together with these records are the certificate of incorporation, the articles of incorporation, share holder register, the shareholder ledgers, the share certificates and all other binding agreements that the firm has entered into as may be specified by the company law.

The legal requirements for minute book vary from one jurisdiction to the other. While some laws do not specifically state that it must be kept by a corporation, there are a number of documents that are specifically outline in most jurisdictions as having to be maintained in an organized manner in a central place. The attempt to fulfill this requirement by itself brings about the minute book.

The book is maintained not just to fulfill legal obligations. It is also necessary for the firm banking and financing activities. The banks will always ask for up-to-date records and documents and if the same are not well maintained, the unnecessary delays arise. In the same manner, it might be costly and time consuming to try gathering and updating records later on after the time in which events took place is long gone.

It also comes in handy when engaging in major business decisions that may change ownership structure such as mergers, acquisition and the sale of business or even in the initial and subsequent sale of shares through public offering (changing from private limited to public limited). When conducting various forms of audit, be it internal, external or even government audit, the book is very necessary.

Maintaining minute books can be done through different approaches. Most of organizations prefer to do it themselves. This however requires a detailed understanding of best practices by those charged with this duty. The other common practice is to hand over the duty to a lawyer who will charge small fee and take over the annual updating of documents.

If the duty is trusted in hands of a lawyer, the firm benefits from their experience in legal matters covering documentation of records and deliberations, updating of documents is done well on time and the documents are more secured as they are out of reach of unauthorized employees and other individuals who may have conflict of interest.

All deliberations and resolutions arising from an official meeting must be well documented and properly maintained in minute books for future reference. The job can only be carried out by well experienced staff or lawyers, as such; a significant portion of a firm budget should be directed to this.




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