Minutes

Minutes refers to a company’s books and records, including any consents entered into by the members (LLCs), shareholders (corporations), directors and officers. Effectively, it’s all of the combined internal corporate paperwork of the company, but particularly the paperwork reflecting the decisions made by the company owners on a going-forward basis since the company’s formation. Companies traditionally maintained their minutes in a physical, hard cover minute book (think binder covers of 18^th century novels), which was held by the secretary of the company in a dusty office and rarely opened but once a year to reflect that the owners met, discussed the events of the past year, and wrote down how they planned to manage the company’s affairs going forward. Contemporary practice is to maintain minute books – if that’s even the proper way to characterize the files – in an electronic version, just like most files and data is, and should be, maintained. There is no less value or authenticity to the files being maintained in an electronic version, as opposed to a hard cover physical binder. Some company owners – particularly older company owners – still prefer to maintain hard cover binders. It is less common to see minutes kept for LLCs, as opposed to corporations.