The corporate record book is an essential tool in tracking major decisions and operations of a corporation. It is where meetings, general business, transactions and business decisions are recorded. The book is made up of five sections, each holding specific information. Here is how to compile a corporation record book properly by section.
The First Section
Make sure the original filing of the corporation, date of filing and payment of fees are recorded. These will be a few of the first papers to go into the corporation record book.
Request a certificate in food standing from the state. Include this in the corporate record book. Include copies of the articles of incorporation, as well as any amendments filed are included.
Write your by-laws and include a copy of these as well. Formally write out every action taken as a corporation. Documentation for every act the corporation takes should be in the record book.
The Second Section
Write out the minutes for the initial meeting to form the corporation. Also include the election of officers and directors.
Write out any initial resolutions to form the corporation. Also include any initial agreements between the corporation and lawyers and accountants for services.
Keep this section open to hold all documentation of meetings and minutes while the corporation is functioning. Keep any future elections or resignations here as well.
The Third Section
Include here all stock certificates issued. Ownership of each certificate must be recorded with the date of issue, who received it, and their personal information (age, residence, individual or corporate entity).
Write out shareholder rights and voting agreement and include the resolution which approves these documents. These are also included in this section.
Keep any shareholder or stock transactions of the corporation here as well. Also record here the amount of shares each person or entity has in the corporation. Any changes in shares will also go here.
The Fourth Section
Include any loans or grants made by members, officers or directors to the corporation. This is especially true with money first given to the corporation start-up. Resolutions and contracts for loans and their acceptance must be recorded here.
Write out the location of the corporation accountants, legal representative, insurance agents and other professional people which the corporation uses to carry out business. This information goes in the fourth section.
Include the location of legal and insurance documents, as well as their date of purchase and receipt of payment for retainers and binders.
The Fifth Section
Make sure you write out any decisions as resolutions. Write out any agreements or discussion of resolutions as well. Include all documentation of these here. Any major purchase, sale, policy creation or change, expansion or termination must be written out as a resolution of the corporation officers and included in this section.
Use your corporate seal or a notary to formalize any agreements between the corporation and other persons or entities.
Include any documents with these seals in this section as well.