Updating corporate minutes

The minutes are typically recorded by the corporation's secretary or other person appointed at the time of the meeting.

Section 607.1601 of the Florida Statutes requires that minutes of all corporate meetings be prepared and kept as part of the corporation's permanent records.

Although Florida law requires all corporations to make and keep appropriate minutes of meetings, the corporation is not required to file the minutes with any state agency.

Section 607.0701 of the Florida Statutes mandates that all corporations conduct an annual meeting of shareholders.

Florida law does not require filing minutes of the annual shareholders' meeting with any state agency.

The minutes should be kept with the corporation's other important records, such as the articles of incorporation, bylaws and resolutions of the board of directors.

The place and time for the meeting should be done in accordance with the bylaws adopted by the corporation when it was formed.

The statute permits shareholders to attend the meeting from a remote location by electronic means, so long as the shareholder can effectively participate in the meeting.

However, the failure to prepare corporate minutes can result in the piercing of the “corporate veil” — the protection for the corporation’s owners.

Subsection (4)(d) specifically mandates that minutes of all shareholders’ meetings be kept by the corporation for the prior three years.

The record of the minutes can be kept in written form or in an electronic format that is readily convertible to written form.

Ultimately, without corporate minutes, the courts, the IRS, and other taxing authorities can allow plaintiffs, creditors and other entities to sue you personally for debts and actions of your corporation.

Here are the primary reasons you need corporate minutes: To protect your corporate veil.

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