How to write corporate minutes: Tips, best practices, and ready-to-use template

On average, meetings take up to 70% of CEOs’ time. To save time, senior corporate management leverages minutes to track corporate decisions transforming into actions. 

Besides their prime role as internal formal records, corporate minutes serve various legal purposes.

In today’s blog post, we’ll examine corporate minutes and how they differ from taking meeting minutes. You will learn how to write corporate minutes effectively. Our comprehensive template for corporate minutes will best serve your purposes. 

What are corporate minutes?

Corporate minutes present an official document that registers the most important aspects of a corporate management meeting. Unlike meeting transcripts, which record all of the exchanges during a meeting, corporate minutes summarize decisions taken, voting actions, polling results, meeting attendees, and the meeting date and time.

Across various jurisdictions, corporate bylaws and minutes are required by state laws to:

• Ensure compliance with relevant legislation and guarantee relevant protections to companies
• Safeguard board transparency before stockholders: by providing a clear and concise history of corporate activities, minutes help generate trust and reliability
• Solve internal disputes: minutes help to prevent and solve disagreements within a corporation by indicating decisions made at a previous meeting
• Fill taxation purposes: minutes register decisions and actions taken and are required during tax audits or other verification procedures

How do corporate minutes differ from board meeting minutes?

The only difference between corporate meeting minutes and other meeting minutes is about the attendees. Corporate meeting minutes are usually attended by corporate management, whereas there are special meetings for the board of directors. 

While the board of directors meetings focus on corporate policies and strategies, corporate committee meetings emphasize the implementation of strategic decisions.

Read our article on how to prepare a board meeting to gain valuable insights into effectively organizing and conducting board meetings.

Meeting minutes vs. meeting notes

Effective meeting minutes embrace the entire meeting to document all motions, proposals, resolutions, and votes during the meeting in sufficient detail. By contrast, meeting notes are less formal and comprehensive.

Team members note meeting names and highlights and share them with other participants by email or on Slack Canvas. 

Teams use meeting note-taking to fill in for members who can’t make it, and ensure that all teammates stay on the same page for updates, decisions, action items, and responsibilities.

Corporate shareholder meeting minutes are far more formal and structured. Most states require corporations to take minutes for particular company meetings, in which cases the states set legal standards for how the corporate meeting minutes should look like and what information to contain.

Corporate minutes requirements

Corporate managers and corporate boards take minutes for the same purpose. Corporate minutes help them take a legal record of the actions and decisions made during the meeting. Taking corporate minutes is a legal and regulatory requirement across various jurisdictions.

There are numerous laws regulating the types of meetings that require minute-taking. While individual states imply their specific laws, there are federal corporate meeting minutes requirements depending on an entity’s type:

• State-level requirements: minutes are an integral part of all corporate and board meetings. Corporate boards should comprehend, and abide by their state laws with regard to meeting minutes as an essential part of their fiduciary duties.
• Federal requirements for corporations: The federal government does not regulate corporate minutes directly, the Internal Revenue Code (IRC) of the Internal Revenue Service (IRS requires, relevant corporate records, including minutes. Corporate minutes ensure proper documentation of decisions like those associated with financial matters.
• Federal requirements for nonprofits: NGOs are tax-exempt organizations that document meetings and major decisions. This is to prove that the operations align with their charitable purposes and are free of prohibited activities. Minutes are a valuable resource for completing Form 990 detailing particular activities, decisions, and financial actions.
• Requirements for SEC-regulated entities: Publicly traded corporations should provide proper documentation of meetings required by the Securities and Exchange Commission (SEC). While related legislation like the Sarbanes-Oxley (SOX) Act does not specifically mandate minutes, it stresses the importance of record-keeping.
• Industry-specific requirements: Some industries are more highly regulated than others. Financial institutions, government contractors, and others may be subject to additional rules requiring detailed minutes to prove their legal and regulatory compliance.

Preparing for a corporate meeting

The preparation for a corporate meeting is no different from preparing for a corporate board meeting. The meeting leader provides parties with the notice of the meeting. Shareholders are invited to shareholder meetings, while board directors are invited to a board meeting, respectively. Corporate meetings are handled behind the doors.

The meeting leader prepares an agenda and adds additional reports and other documentation in advance. The meeting leader delivers a copy of the prior meeting’s minutes so all the present members can approve them. Meeting leaders request a sign-off for those members who cannot participate in the meeting.

How to write minutes for a corporate meeting

Corporate minutes are beyond transcribing conversations and decisions during the meeting. These important records hold the management accountable or advocate them in case of disputes.

The minute-taker is a sound and active listener capable of taking notes and responsible for the minutes prepared. The minute-taker jots down the minutes right after the meeting ends so as not to miss any important details.

Writing minutes assumes the following corporate meeting best practices: 

1. Meeting preparations: while preparing minutes, minute takers review the agenda and structure the minutes, including data preparation, meeting time, location, attendees,  and the purpose of the meeting. Minute-takers often leverage readymade templates or the available minutes’ software to ease their job. Templates help to arrange the information into the correct slots. This way, minute-takers finalize the minutes smoothly. Copying final minutes for safekeeping is another sound advice.
2. Attendance checking: minute-takers list all attendees, including executives, management, and employees, and record absentees if any.
3. Commencement recording: minute-takers note the official beginning of the meeting.
4. Discussion summaries: minute-takers follow the agenda and record key discussions. To cope with the task, they should listen carefully and pay close attention to speakers and the flow of the meeting’s agenda. Beyond personal observations, they jot down key phrases, ensuring that the noted earlier information is accurate. With that, minute-takers may interrupt or intervene in the discussion to clarify any nuances. During the meetings with continuous discussions and strong dissension, the minute-takers notify the participants who agreed or disagreed with the main discussion points. They explain why an item is on the agenda. Once the meeting involves supplementary documents, the minute-taker attaches a copy to the agenda. While written minutes suffice, digital minutes ensure ease of use and efficiency.
5. Record motions, votes, and approvals: minute-takers record all votes and abstentions. While resolutions pass without objections, only dissenters are noted. The minutes state the adjournment time and the participants who adjourned the meeting. Meeting minutes are compliant with the applicable state legislation and corporate policies.
6. Assigning action items: all further steps following up the meeting and persons in charge should be noted accordingly. The set deadlines hold corporate management accountable.
7. Reports or attachments: the minutes should note all the reports, presentations, and topics discussed by the attendees as attachments.
8. Stating the end time: minute-takers record the exact time of the meeting closure.
9. Reviews and edits: minute-takers proofread the minutes to make them clear and accurate. The document should align with the meeting agenda and reflect all the decisions and outcomes.
10. Approving the minutes: The board approves minutes as an official document that is an official and legal record of corporate meetings. Part of the minutes approved, the board approves the meeting minutes at the earliest convenience after the meeting, with the consideration of full shareholder disclosures.

Corporate minute format

Every official meeting contains essential information including but not limited to:

• Date of the meeting
• Meeting’s location 
• Meeting’s time 
• Names of attendees
• Names of absentees
• The quorum 
• Meeting’s chair
• Meeting’s  type and purpose 
• Agenda
• The voting
• Adjournment time

The minutes also account for latecomers or the persons who left the meeting earlier.
Corporate meeting minutes document important actions and decisions taken by the management.

Corporate minutes structure

While the minutes’ content varies significantly depending on the subject matter, there are core elements of corporate minutes structure:

• The Heading includes a company’s name, the meeting’s date, time, and location, and the subject(s) discussed during the meeting.
• Attendance lists all board members present at the meeting, and absentees.
• The Body embraces the issues addressed during the meeting, as well as all actions taken like the approval of agenda items, reviews of previous meeting minutes, and resolution to adjourn the meeting.
• The Footer includes the signature of the minute-taker and the signatures of the attendees.

Elements of style for corporate meeting minutes

Like corporate documents, minutes follow a set of style rules aimed at setting transparent reporting. 

Key guidelines:

• Tone: a clear, concise language and impartial tone makes minutes easy to read, up to the point, and objective.
• Voice: passive voice and simple past are used’.
• Target: corporate minutes help attendees review the main points discussed.
• Focus: the outcomes prevail over the processes. Corporate minutes focus on what was done rather than what was said.

Other important aspects

Beyond the general format and style guidelines, it is essential to:

• Appoint a minute-taker: the job is usually performed by the board secretaries
• Follow the structure set by the meeting agenda
• Complete and distribute the minutes for approval by meeting participants within 1-2 days after the meeting.

Read more about the board of directors meeting minutes requirements and board meeting protocol. 

Corporate meeting minutes template

Proper use of a corporate minutes template will help you streamline meeting minutes recording and arrange the minutes after the meeting. 

You may combine templates for corporate meeting minutes or harness our corporate meeting minutes software designed for efficient documentation, collaboration, and compliance.

Our solution allows generating the minutes of corporate meetings in PDF, DOCX, or other text formats by inputting relevant meeting data. 

Our board portal software will help you generate a corporate minutes template right from the meeting agenda. You will also easily send out minutes for further approval by board members and shareholders.

Are corporations required to take annual meeting minutes?

Corporations are generally required to prepare annual meeting minutes as part of their compliance obligations. While specific requirements may vary by state, most states, except for Delaware, Kansas, Nevada, North Dakota, and Oklahoma, mandate corporations to keep meeting minutes.

The recording of the meeting includes the date, time, location, attendees, briefly described agenda items, discussions, decisions made, and follow-up actions. 

To facilitate and simplify the process, many lead companies harness our corporate annual meeting minutes template. 

Due preparation and accurate maintenance of the corporate meeting minutes ensure transparency, accountability, and compliance with legal proceedings.

Common mistakes when taking corporate minutes 

Let’s review five common mistakes when recording minutes:

1. Omitting the quorum. Once corporate meeting minutes do not document the quorum, the validity of taken decisions during the meeting is dubious. A quorum defines the officially set minimum number of members required to do business. Its absence in the minutes undermines the legitimacy of the taken actions during the meeting.
2. Omitting decisions and actions. Non-documenting the decisions and actions taken and agreed upon during the meeting will confuse responsibilities and follow-up tasks. All the decisions passed during the meeting should be clearly outlined while the persons in charge should be assigned with due responsibilities.
3. Unfollowing the agenda. Failure to adhere to the planned business order will result in disorganized minutes and an overlook of essential matters. It is vital to follow the set agenda and reflect the sequence of discussions in the minutes.
4. Insufficient recording of motions and votes. Incorrect documentation of the motions proposed, seconded, and voted upon, as well as the votes, will compromise the validity of the taken decisions.
5. Lack of reviews and approvals. Skipping the review and approval process of corporate meeting minutes by authorized stakeholders will cause inaccuracies and disputes. It is vital, therefore, to distribute draft minutes for review and approval before finalization.

Tips for taking corporate minutes

There are five major flaws in minutes’ recording:

1. Omitting the quorum. Once corporate meeting minutes do not document the quorum, the validity of taken decisions during the meeting is dubious. A quorum defines the officially set minimum number of members required to do business. Its absence in the minutes undermines the legitimacy of the taken actions during the meeting.
2. Omitting decisions and actions. Non-documenting the decisions and actions taken and agreed upon during the meeting will confuse responsibilities and follow-up tasks. All the decisions passed during the meeting should be clearly outlined while the persons in charge should be assigned with due responsibilities.
3. Unfollowing the agenda. Failure to adhere to the planned business order will result in disorganized minutes and an overlook of essential matters. It is vital to follow the set agenda and reflect the sequence of discussions in the minutes.
4. Insufficient recording of motions and votes. Incorrect documentation of the motions proposed, seconded, and voted upon, as well as the votes, will compromise the validity of the taken decisions.
5. Lack of reviews and approvals. Skipping the review and approval process of corporate meeting minutes by authorized stakeholders will cause inaccuracies and disputes. It is vital, therefore, to distribute draft minutes for review and approval before finalization.

Tips for taking corporate minutes

Writing clear and concise meeting minutes necessitates the following steps:

1. Maintain the record of attendees as they arrive and record all the participants present.
2. Arrange attendance lists to introduce attendees at the start of the next meeting to approve of participants’ identities.
3. Capture real-time motions, actions, and decisions as they occur to prevent any omissions, and record meeting progress and outcomes.
4. Ask for clarifications during the meeting to ensure accurate comprehension and recording of key points.
5. Keep notes clear and concise to focus on essential details.

Ensure verb tense consistency during the minutes to achieve utmost coherence and clarity.

Conclusion

Corporation meeting minutes are official records of corporate management meetings that summarize key discussions, decisions, and actions taken. The corporate minutes’ format adheres to the set guidelines, including attendance, discussions, decisions, and follow-up steps.

The preparation for the corporate minutes necessitates following the appropriate style and format

The major flaws whale taking corporate minutes are omitting the quorum, decisions, and actions, as well as an inaccurate recording of motions and votes.

Corporate minutes templates and board management software will help you streamline the recording and managing of corporate meeting minutes.

FAQ 

How to take corporate meeting minutes?

When writing corporate minutes, record the date, time, meeting attendees, and any motions made, ensuring accuracy and clarity in the document. After the meeting, review and finalize the minutes, then distribute them to stakeholders for review and approval.

How to update corporate minutes?

When updating corporate minutes, start by carefully reviewing the existing documentation for accuracy and completeness. Make meeting notes of any important decisions, actions, various activities, or discussions that need to be recorded since the last meeting. In the end, distribute the updated minutes to relevant stakeholders for review and approval.

How important are corporate minutes?

Meeting minutes for corporation are essential as they serve as legal documentation of key decisions, discussions, and actions taken during board meetings. They provide an official record that helps demonstrate compliance with corporate governance requirements, protect the interests of stakeholders, and mitigate legal risks by ensuring transparency within the company.

Who are minute-takers in corporate meetings?

Corporate meetings employ one minute-taker to document the proceedings. The role belongs to a corporate secretary, board secretary, or administrative staff member. 

How to avoid version control?

The centralization of the corporate meeting minutes will help you avoid any issues related to version control. Proper software will help you create a single version of the minutes enabling multiple participants to collaborate in real-time and mitigate any possible flaws and inaccuracies.

Does AI help to enhance corporate minute preparation and management?

AI-generated solutions automate manual processes needed to prepare corporate minutes. AI helps to compile short and raw notes and previous minutes to create well-structured and consistent minutes, including all the outcomes, decisions, and actions taken during the meeting. Leverage Diligent AI solutions.

How do choose between free vs. paid solutions for corporate minutes?

While free-of-charge corporate minutes solutions are appealing, they entail hidden costs, limited collaboration, and security.