Corporate Record Keeping

We offer Corporate Record Keeping assistance on both a per-document basis and an annual basis.  We also have packages that include FREE Record Keeping forms on flash drive along with a Corporate Record Book should you choose to do your own.

Read more about why it’s important below.

Asset Protection

One of the most important reasons for incorporating is to protect personal assets. A key factor includes the ability to prove that the Corporation is not you and you’re not it.

If ever challenged, you should be able to show that business decisions and functions were in fact discussed and approved by the Shareholders, Directors and Officers. This shows that the activities that are of major business consequence were conducted on behalf of the Corporation and not the individuals.

Tax Implications

According to Sara Zaro, EA with Elite Bookkeeping & Tax Services,

“When the IRS conducts an audit on a Corporation, they will ask for the corporate record book. If you don’t have current records, the IRS can determine that your business is operating as a Sole Proprietorship and change the tax rules. In some cases it has cost the business thousands of dollars.”

Record Keeping Basics

At a minimum you would need Minutes for an Annual Meetings of Shareholders and Directors. Notices should be sent in advance per the Bylaws and/or Waivers of Notices signed for emergency meetings.

Minutes are very simple: Who, What, When, Where, Why.

Who was at the meeting?
What kind of meeting (Special or Annual)?
When was the meeting?
Where was the meeting?
Why did you have a meeting (what was discussed)?

You write or type this out and place it in your corporate book behind the Minutes tab. Minutes should be in chronological order.

Day-to-day business does not require a meeting or minutes. Anything outside of day to day minutes (ie. purchase of property or vehicle by the corporation) requires a meeting, minutes and a resolution. All to be filed in your corporate book.

You should have a meeting each year to elect new officers & directors. The resulting minutes should be filed in the corporate book as discussed previously.

Even though LLC record keeping requirements are not as stringent as for Corporations, you should still maintain a Company Record Book.


For additional information or assistance call our office at (800) 891-5987 or (307) 635-8700.

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