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Sweeney Law, PA Fort Lauderdale Business Lawyer
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The Basics of Corporate Minutes


You’ve probably been in a meeting, and heard someone ask who will take minutes. And if you know what minutes are, they probably just sound like a formality, a task and extra work that you can just as easily do without. But in actuality, corporate minutes are an important part of your business, and can have important legal ramifications.

What are Minutes?

Minutes are simply a written record of what was said in a meeting. Minutes are vitally important; they record what was done at your meetings, and more importantly, can serve as a record that whatever was done, decided or voted on, was done so legally, and in accordance with your corporate documents.

There is no legal requirement that minutes be detailed or not detailed. However, there are potential pitfalls and hazards to having minutes that are overly detailed, or not detailed enough.

The Benefits of Good Minutes

If someone tries to say “that’s not legal” or “we didn’t get a say” in something the company decides, your minutes can refute that. If someone questions your corporate decisions, minutes can show that the decisions were well thought out or else, that the decisions were made collaboratively, with due diligence, or in the best interests of the company.

Minutes can memorialize how people stood on certain decisions, and what decisions they supported or didn’t support.

Remember that minutes can be used as evidence in a court case, and can be requested by shareholders or directors. That means that you have to consider how things are worded.

Just a Summary Will be Fine

You cannot alter minutes, or purposely exclude information just to make the company (or you) “look better.” But you can word things in ways that don’t give more detail than you need to give. You also don’t need to record what was being said verbatim—a summary of what was discussed, or what points or arguments were made, are fine.

And minutes don’t mean that you, personally, agree or disagree with what is being said—they are only a reflection of what was done or said at one particular meeting.

You don’t even have to note who voted on which issue or vote, so long as you have basic information about how the vote was taken, and the vote total. You may also want to include information on who may not have voted, if that person had a conflict of interest on that issue.

Private Information

Remember as well that your minutes are not privileged. So, if information is being shared in a meeting that would contain some kind of trade secret, or confidential information or attorney client privileged information, you may want to be careful with how much detail you put about those things in your minutes. You can redact information that you legitimately feel is privileged or confidential.

Call our Fort Lauderdale business lawyers at Sweeney Law P.A. at 954-440-3993 today for help with your company’s legal needs.


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