If you have a corporation or and LLC, wisdom says you should have, at minimum, an annual meeting, and special meetings whenever major events, transactions, or decisions are considered.  Of course, your Bylaws or Operating Agreement typically set forth the frequency of meetings, required notification, and voting parameters. 

The failure to have meetings and prepare minutes is one of the items that could expose a corporation or an LLC to arguments that the corporation or the LLC should not be afforded protection under the law against lawsuits, etc. 

Here is a general run-down of how to do your company minutes:

1.  If you are a corporation, you need two meetings, and two sets of minutes, one for “Directors” and one for “Shareholders.”  If you are an LLC, you need one set for “Members”, and if you are a Manager-Managed LLC, another set for “Managers.”

2.  For annual minutes, include resolutions approving generally all actions of the Directors/Shareholders/Members for the year.  Also, include resolutions approving or ratifying any major actions that were not documented at special meetings during the year. 

3.  In your annual minutes, include a resolution approving the election of directors and officers (for a corp), or the election of managers (for a manager-managed LLC).

4.  Your accountant may want you to include resolutions relating to bonuses, employment agreements, and owner salaries.  Other items to include would be approval of retirement plans, sales of major assets, approval of major borrowing, approval of buy-sell agreements, withdrawal or dissociation of shareholders or members, changes in bylaws or operating agreement, issuance of additional stock, changes in signing authority on business accounts, etc.

5.  Minutes should list all those present, and after completion, they should be signed by all who were present (in a small business), and by the Secretary, with the date of the meeting included.  The meeting can take place anywhere, but check your Articles or Bylaws to see if they prescribe the location. 

6.  Resolutions need not always be adopted through meetings.  In Hawaii, they may also be adopted by the unanimous consent of directors/shareholders/members/managers, in lieu of a meeting.  Such consent must be in writing and signed by all consenting.

7.  There is no required format for minutes.  They should be sufficiently descriptive to show that the matters involved were presented and that those involved used business judgment to evaluate and adopt or reject the matters.  You may start with “These are minutes of a meeting of the [name of entity] for the [year or date for special meeting].  Name those present and those absent, and whether notice was sent according to the bylaws or operating agreement. Have those involved sign.  The signed minutes should be placed in the company record book for later reference. 

8.  If you are setting up your company for the first time, consider obtaining legal help for the initial minutes, as you may need to include very specific resolutions to satisfy financial institutions, to adopt bylaws, to make certain tax elections, etc.