Legal Question in Business Law in California

Re: Corporate Minutes

This question is impossible to answer without more information about the requirement you are referring to, and probably some information about the corporation itself.

There are many corporate recordkeeping and reporting requirements. Some are imposed by state corporation law, others by federal and state securities laws and regulations, and still others by the corporation's own bylaws and procedures adopted to fulfill the directors' and management's fiduciary responsibilities.

Just to give you a couple of examples, every corporation must file an annual statement of officers and directors with the Secretary of State. I believe it is called Form SO-100. This can be downloaded and filled out, but requires an original signature by the submitting officer and must be accompanied by a check for the filing fee.

Another example is the annual report to shareholders required of many corporations by section 1501 of the Corporations Code.

I know that many small, informally-operated companies keep "records" of required corporate meetings by filling in blanks in forms books. This may work in very small, very friendly companies. But when there is trouble, in the form, say, of stockholder dissention or a creditor trying to pierce the corporate veil, there is no substitute for contemporaneous, well-kept, individually prepared records, properly attested and carefully filed in a complete corporate minutes book.

Since I don't know whether you are an officer, director, shareholder or bear some other relationship to the subject corporation, I can't make a specific recommendation, but whatever the size of this corporation, there should be someone "on board" who knows about corporate governance -- maybe it would be the directors, the secretary, your lawyer -- to give advice on running the corporation (as distinguished from running the corporation's business). This includes recordkeeping, reporting and fiduciary duties.