Minutes are an efficient way to keep track of how corporate decisions transform into actions. Besides acting as an internal formal record, they can be required for legal purposes as well.
Let’s quickly go over what corporate minutes are, how they differ from meeting minutes, and how to write corporate minutes effectively. Also, the article offers a comprehensive template for corporate minutes you can download and adjust, if needed, for your purposes.
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What are corporate minutes?
Corporate minutes are an official document that registers the most important aspects of a corporate management meeting. Unlike meeting transcripts, which record all of the exchanges taking place during a meeting, minutes serve as a summary, detailing decisions taken and voting actions or polling results, as well as the members in attendance and the date and time of the meeting.
In many jurisdictions, corporate bylaws and minutes are required by state laws. They can be necessary for a variety of reasons, among which include:
- to ensure compliance with relevant legislation and guarantee protections afforded to corporation status
- to provide board transparency before stockholders: by providing a clear and concise history of a corporation’s key activities, minutes help generate trust and reliability
- to solve internal disputes: minutes can often solve or avoid disagreements within a corporation by showing precisely what was decided at the previous meeting
- for taxation purposes: as they register decisions and actions taken, minutes can be required during tax audits or other verification processes
How do corporate minutes differ from board meeting minutes?
In general, corporate meeting minutes are just like other meeting minutes — the difference is simply who attends. When we talk about corporate meeting minutes, we are typically referring to a corporate management meeting rather than a board of directors meeting.
What this means is that, while the board of directors meetings are often preoccupied with elaborating corporation-wide policies and strategies, corporate management meetings tend towards a greater focus on the actual implementation of those general decisions.
Note: Read our article on how to prepare a board meeting to gain valuable insights into effectively organizing and conducting board meetings.
How to write minutes for a corporate meeting
In order to take effective meeting minutes, there are a few things to keep in mind. You should be aware of the general format corporate meeting minutes requirements, as well as follow the style rules and know what to include and what to leave.
Corporate minute format
While the content of minutes will naturally vary considerably according to the subject being discussed, there are a few elements that shape the broader structure of taking quick corporate minutes.
Here’s what should be included in corporate meeting minutes:
- Heading. It should include the name of the organization, the date, time, and location. It may also include the subject(s) discussed during the meeting.
- Attendance. Essentially, a list of the board members present at the meeting. A subsection may also include a list of absentees.
- Body. This section is concerned with what happened and what was addressed at the meeting. Besides the main points, it can also include actions such as the approval of the board meeting agenda items, a review of previous minutes, and the agreement on adjourning the meeting to another place and time.
- Footer. It usually includes the signature of the person responsible for taking corporate meeting minutes (often, the corporate or board secretary), as well as the signatures of attendees.
Elements of style for corporate meeting minutes
Just as with other typical corporate documents, minutes tend to follow a set of style rules aimed at creating useful and transparent reporting of the meetings held. Key among these guidelines are:
- Tone: clear, concise, and impartial. The minute should be easy to read, brief to the point, and objective.
- Voice: the use of the passive voice and the simple past are preferred: ‘The meeting was called to order…’.
- Target: the participants of the meeting. The business meeting minutes help attendees review what was discussed and reviewed — it’s an outline and not a verbatim record of the discussion.
- Focus: on results, not processes. The minutes should emphasize what was done rather than what was said.
Other important aspects
Besides following the general format and style guidelines detailed above, it’s also important to:
- determine beforehand who is to take the minutes. This job will typically fall to board secretaries, or acting board secretaries who will take notes
- follow the general structure provided by the meeting agenda
- complete and distribute the minutes for approval from the meeting participants shortly after the end of the meeting (ideally within 1-2 days)
Corporate meeting minutes template
Whenever possible, the use of a corporate minutes template is recommended. This not only helps speed up the process of recording meeting minutes but also allows you to organize better and categorize the minutes later.
Below you can download an example of a simple corporate minutes template. This is a free template that will help you effectively keep an accurate record of key discussions, decisions, and actions taken during corporate meetings.
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While you can create your own corporation meeting minutes templates from scratch, you can also further streamline the process by using your company’s corporate meeting minutes software of choice — a board portal platform designed for efficient documentation, collaboration, and compliance.
This will allow you to generate a minutes of corporate meeting sample in pdf, docx, or another text format by simply inputting the relevant meeting data and clicking a button. You’ll also be able to generate a corporate minutes template from the meeting agenda itself. Finally, board portal software makes it easier to send out minutes for board member or shareholder approval.
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 maintain meeting minutes, including those for annual meetings.
It’s considered a best practice to carefully record details such as the date, time, and location of the meeting, attendees, agenda items with a brief description, discussions, decisions made, and any next steps identified.
To facilitate and simplify this process, corporations can use a corporate annual meeting minutes template. By preparing and maintaining accurate meeting minutes, companies maintain transparency, accountability, and legal compliance.
Common mistakes when taking corporate minutes
Let’s review five common mistakes when recording minutes:
- Failure to document a quorum. When organizational meeting minutes fail to document the presence of a quorum, it raises questions about the validity of decisions made during the meeting. A quorum is the minimum number of members required to conduct official business, and its absence in the minutes can undermine the legitimacy of taken actions.
- Omission of decisions and actions. Neglecting to document all decisions and actions agreed upon during the meeting can lead to confusion regarding responsibilities and follow-up tasks. Make sure to clearly outline decisions taken and assign responsibilities to specific individuals.
- Failure to follow agenda. Not adhering to the planned order of business can result in disorganized minutes and an overlook of important topics. Stick to the agenda and accurately reflect the sequence of discussions in the minutes.
- Inaccuracy in recording motions and votes. Incorrectly documenting motions proposed, seconded, and voted upon, along with the outcomes of votes, can compromise the validity of decisions made.
- Lack of review and approval. Skipping the review and approval process of organizational meeting minutes by relevant stakeholders can result in inaccuracies and disputes. Always distribute draft minutes for review and approval before finalizing them.
Tips for taking corporate minutes
Follow these recommendations to write clear and concise meeting minutes:
- Track attendance: Maintain a record of attendees by checking them off as they arrive, ensuring accurate documentation of participant presence.
- Circulate attendance lists. Introduce attendees or circulate an attendance list at the start of the meeting to confirm participants’ identities.
- Capture motions in real-time. Record motions, actions, and decisions quickly as they occur to prevent omission and accurately reflect meeting outcomes.
- Seek clarification when needed. Don’t hesitate to ask for clarification during discussions to ensure accurate understanding and recording of key points.
- Keep notes clear and concise. Write clear, brief notes rather than full sentences or verbatim wording to maintain focus on essential details.
- Maintain consistent verb tense. Ensure consistency in verb tense throughout the minutes to make them coherent and improve overall clarity.
- Corporation meeting minutes serve as official records of corporate management meetings, summarizing key discussions, decisions, and actions taken.
- The format and content of corporate minutes should follow specific guidelines, including detailing attendance, discussions, decisions, and next steps.
- The main thing when preparing corporate minutes is to follow the appropriate style and format
- Common mistakes when taking corporate minutes include failing to document a quorum, omitting decisions and actions, and inaccurately recording motions and votes.
- Utilizing corporate minutes templates and board management software can streamline the process of recording and managing company meeting minutes, ensuring consistency and efficiency.
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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.