| CORPORATE RECORDS & SHAREHOLDER
INFORMATION |
For general
records maintenance, a corporation must:
- Keep permanent records of minutes, consent resolutions, waivers of meetings, and similar
organizational documents;
- Maintain corporate accounting records;
- Maintain a list of shareholders;
- Maintain its records in written form;
- Maintain copies of the articles of incorporation and bylaws;
- Maintain all written communications to shareholders generally within the last three
years;
- Maintain copies of the corporation's most recent annual registrations with the Secretary
of State, or similar state official; and
- Maintain the names and addresses of the corporation's current directors and officers.
The Internal Revenue Service may also require copies of these records in an audit.
Other Recordkeeping Duties
Other typical recordkeeping duties in the corporation laws and
bylaws include:
- Inspection. Generally allows a shareholder to inspect and copy corporate records. Note
that the statute may restrict access to certain records;
- Financial statement. Prepare an annual balance sheet and income statement, and, upon
written request, provide the financial statements to any shareholder;
- Other reports. Notify the shareholders if the corporation indemnifies or advances
expenses to a director with or before the next shareholders' meeting;
- Keeping copies. One of the most frequently asked questions is the length of time
corporate records must be maintained. See Appendix A for a schedule of recommended holding
periods. The list is an estimate of holding periods, not a legal requirement. Sometimes
materials should be held even longer (e.g., IRS approvals of elections).
|
|
|
