Maintaining Your Corporate Records

Corporate documents comply with laws, meet deadlines, or provide backup to decisions made by management or the board.  If an inspector or government official asked your company to produce records, would the records be easy to access? Would the document reflect the corporation’s current state? As a business owner, it’s important to know about maintaining your corporate records.

Documents filed to start a company vary depending on the type of business entity. A corporation typically files more paperwork than other entities. For the purposes of this blog, we’re just going to look at the records a corporation is required to maintain by state law.

According to Minnesota Statutes, the following corporate records must be preserved and made available for inspection within a certain period:

• “A share register, not more than one year old, containing the names and addresses of the shareholders and the number and classes of shares held by each shareholder;
• Records of all proceedings of shareholders for the last three years;
• Records of all proceedings of the board for the last three years;
• Its articles and all amendments currently in effect;
• Its bylaws and all amendments currently in effect;
• Financial statements required by section 302A.463;
• Reports made to shareholders generally within the last three years
• Statement of the names and usual business addresses of its directors and principal officers;
• Voting trust agreements described in section 302A.453;
• Copy of agreements, contracts, or other arrangements or portions of them incorporated by reference under section 302A.111, subdivision 7; and
• Appropriate and complete financial records.”

Corporations should prepare the above listed documents as required by law. Minnesota corporations also must file an annual registration form by December 31 and corporate tax returns.

When it comes to organizing your records, make sure they are in a safe, secured area in your office or in any place the board designates. Place your documents in file folders, binders, or any other container of your choice – the method of organizing doesn’t matter as much as the act of organizing. If properly arranged, you should be able to locate your documents easily and quickly.

If you’re not sure your corporate records comply with state and federal requirements, consult with your attorney. Make sure your records are complete, accurate, and well-organized before you find yourself in a situation where you are forced to produce them.