Annual meeting minutes form an essential record for the board of directors and organization for businesses of all sizes. While they may sound formal, holding an annual meeting and recording minutes is important for businesses of all sizes. These minutes are an official record of resolutions, actions taken, leaders appointed, and other details necessary for the functioning of a business. 

Depending on the type of business entity and the state, these may also be required as part of your annual filings. Read on to learn everything you need to know about annual meeting minutes.

What Is an Annual Meeting?

In the context of corporations and LLCs, an annual meeting is a meeting of the board members and may include other company leaders or key stakeholders. It is sometimes used interchangeably with annual shareholder meetings, although some differences exist.

Annual meeting minutes serve as a record of a business’s annual meeting. While LLCs are not required to hold annual board meetings or record meeting minutes, it can help with administration and company direction. 

Most states require corporations to keep meeting minutes. The exceptions are Delaware, Kansas, Nevada, North Dakota, and Oklahoma, where it’s not required but still recommended. 

After the meeting is completed, the secretary or minutes note-taker will circulate the meeting minutes for official approval and adoption by the board. 

What Are Annual Meeting Minutes? 

Meeting minutes serve as an official record of the meeting, providing a timeline of events and documenting important decisions. They can also be used for legal and regulatory purposes and future reference.

Companies of all sizes can benefit from meeting minutes as an official record and to give direction for the company in the coming year. The annual meeting minutes will typically document all resolutions, decisions, and actions taken in the annual meeting. Any unresolved discussions will also be noted to be taken up at a future meeting. This can serve as an essential reference for the company’s direction and the basis for creating new plans. 

What Should Be Included in Annual Meeting Minutes? 

Information in annual meeting minutes may include:

  • The date, time, and location of the meeting
  • Who was in attendance and who was absent 
  • Agenda items with a brief description
  • An overview of any discussions from the meeting 
  • Resolutions passed or voted on
  • Results of any voting 
  • The time when the meeting adjourned

How Should Annual Meeting Minutes Be Formatted?

There’s no specific required format, but it’s essential to maintain consistency throughout the minutes. However, most companies adopt a similar format to the minutes with the key details listed above. 

Whichever format you choose, minutes generally start with basic details, then progress to topics discussed, agenda points, and decisions, and finally end with signatures or approvals by all members of the board and official adoption of the minutes. 

What Is the Recommended Timeline for Distributing Meeting Minutes?

Ideally, meeting minutes should be distributed to all concerned parties within a reasonable timeframe after the meeting. Depending on the organization’s dynamics, this timeline can range from a few days to a few weeks. 

Distribution methods vary, although most organizations will use cloud-based distribution like Google Docs. You can also distribute meeting minutes by email, through a shared app, or via hard copies within the company. 

What Happens if You Don’t Keep Meeting Minutes?

The implications if you don’t keep meeting minutes depend on the type of organization. For corporations, failing to keep meeting minutes can mean failing to comply with state requirements and can result in fines, penalties, or even closing the corporation.

Annual meeting minutes are one of the important business compliance requirements for corporations to maintain a company’s corporate legal and financial separation of a business and its owner. Formal meeting minutes can help corporations in the event of an audit, lawsuit, or other formal inquiries.

While no legal consequences exist for LLCs that don’t keep meeting minutes, maintaining them can improve business efficiency. Accurate meeting minutes can ensure a clear company direction, and everyone has clarity on all resolutions. For that reason, failing to keep meeting minutes, even in an LLC or partnership, can result in miscommunication or unclear direction amongst the leadership.

Maintaining Accurate Company Records

When you organize your business, regular meetings and accurate records can improve efficiency and provide a company direction. In addition to accurate record-keeping, a dedicated team and tools to improve efficiency can make implementing decisions easier. 

Do you have excellent bookkeeping software? If not, doola can help. Strong bookkeeping can make financial compliance easier and free up more time to focus on your core business development. Get doola bookkeeping services—designed for busy founders like you—so you can spend more time focusing on building your business!

FAQs

Are annual meeting minutes confidential?

Yes, generally, annual meeting minutes are confidential. However, some corporations may choose to make meeting minutes public. 

Can amendments be made to the annual meeting minutes?

Yes, amendments can be made to annual meeting minutes for C corps or S corps, as well as LLCs. To make an amendment, the board must agree to the amendment and formally adopt it. 

Are annual meeting minutes required for small organizations or informal groups?

Annual meeting minutes are generally required for all corporations, regardless of size. Other business entities or small groups may not be required to adopt formal meeting minutes. However, minutes can help clarify the company’s direction. 

Can annual meeting minutes be used as evidence in legal proceedings?

Yes, annual meeting minutes can be used as evidence in legal proceedings.

Are electronic signatures accepted on meeting minutes?

Yes, generally, annual meeting minutes can be signed electronically. However, some companies or organizations may require a wet signature. 

Alison K Plaut
Alison K Plaut
Content Specialist
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