How to Record Corporate Meeting Minutes + Free Template & Sample (Ultimate Guide)
Corporate meeting minutes record important information, protect owners from personal liability, attract investors, and so much more. If you’ve been tasked with creating corporate meeting minutes, the right preparation can save you a lot of time and hassle.
Today, we’re sharing a free meeting minutes template, corporate meeting minutes best practices, and more so that you can take corporate meeting minutes efficiently.
What are corporate meeting minutes?
Corporate meeting minutes are a record of discussions and actions decided upon during board committee meetings, board of directors’ meetings, and shareholder meetings. Legally, most states require that S-corporations and C-corporations record meeting minutes, especially for director’s meetings and shareholder’s meetings. Your company’s bylaws may also require that meeting minutes are recorded.
What is the purpose of corporate meeting minutes?
Corporate meeting minutes are a record of important decisions made in corporate meetings. They also provide the following benefits:
Personal liability protection. Corporations must uphold specific business entity laws. Otherwise, they are at risk of being held liable. Corporations must make decisions and actions based on the business, not the owner, so the meeting minutes can be a written record of this, protecting the owners' personal liability.
Maintain your company’s tax standing. During a company audit, the IRS will verify that you follow the correct tax rules for your business’ classification. Your meeting minutes indicate that certain expenses, such as travel expenses, were discussed in meetings and related to the company, protecting you during the audit.
Record critical next steps. Meeting minutes provide a written record of decisions and actions that need to be taken. They serve as a reminder of these actions to all corporate members.
Attracts investors. Investors can look at your corporate meeting minutes. A healthy paper trail can attract investors and show that your board makes wise decisions and follows through with them.
What should you include in corporate meeting minutes?
Include the following for corporate meeting minutes best practices:
Date, time, and location of the meeting
Meeting purpose
If quorum requirements are satisfied
Attendance
Approval of the previous meeting’s minutes
All appointments of officers and staff
Election of board members
Loan or credit applications
The adoption of benefit programs
Reports and presentations provided during the meeting
Next action steps
Buying or selling stock shares
Attachments of shared documents and presentations
Big-ticket purchases (do not include minor purchases, such as office supplies or furniture)
A closing summary with a timestamp for when the meeting adjourned, the next meeting date and time, and an approval signature from the president
Never include any arguments, personal anecdotes, or your own biases while taking corporate meeting minutes. They should always read as factual statements relaying what was discussed and decided upon during the meeting and should leave out any emotions or personal takes on the discussion.
How to take corporate meeting minutes effectively
Follow our top tips for how to record corporate meeting minutes effectively:
Create a template based on the meeting’s agenda before the meeting to save time during the session.
Ask the board if you can record the meeting. If allowed, record the session, then use Notta to transcribe the meeting so that you can fill out any information you may have missed.
Pass an attendance sheet around if there is a large number of attendees.
Review your corporation’s bylaws before the meeting to ensure that you are recording everything you need to and know how best to represent your organization in the meeting minutes.
Ask for clarification during the meeting if the next action step is not clear or doesn’t have a specific timeline. These details are crucial for effective meeting minutes because they clear up confusion around when deliverables are due.
Make copies of the last meeting’s minutes to pass around and have approved at the beginning of the meeting.
Ask participants for copies of reports presented during the meeting so that you can make copies and attach them to the meeting minutes for future reference.
Corporate Meeting Minutes Template
Name of the group meeting, Meeting #
Month Day, Year
Time meeting takes place
Where the meeting is held, City, State
Include a short paragraph explaining who called the meeting, when the meeting started, and the primary purpose of the meeting. This paragraph should also include the location of the meeting.
Those in attendance and constituting a quorum included:
Present:
Name, Title
Name, Title
Name, Title
The above directors, elected to serve on the board for another LENGTH OF term by the shareholders at the last yearly meeting of shareholders held on MONTH, DATE, YEAR, accepted their positions on the board. The secretary verified that the presence of these directors at this meeting represented a quorum of the board of directors per the bylaws of this corporation.
Absent:
Name (Excused)
Name (Unexcused)*
Guests: List names followed by title
Corporate Quorum present? Yes or No
*Also note whether someone absent was excused, such as if someone was missing because they were sick or out of town. Mark if someone was unexcused and didn’t give notice.
Approval of the Agenda
Motion: NAME moved to approve the meeting agenda.
Seconded and carried without dissent.
Approval of the Minutes
Motion: NAME moved to approve the minutes of the Month Day, Year meeting.
Seconded and carried without dissent.
You should always include the approval of the agenda and minutes at the top of the minutes to indicate that all meeting attendees were made aware of the agenda and previous meeting’s minutes.
The subsequent reports were presented during the meeting by the following persons:
Name, Report Title
Name, Report Title
Name, Report Title
Minutes Body
Topic/Presentation #1
Discussion 1: Factual explanation of what the discussion entailed.
Motion 1: Include who made the motion and if it was seconded or not.
Discussion 2: Factual explanation of what the discussion entailed.
Motion 2: Include who made the motion and if it was seconded or not.
*If a discussion does not require a motion, please note this within the discussion section.
Topic/Presentation #2
Discussion 1: Factual explanation of what the discussion entailed.
Motion 1: Include who made the motion and if it was seconded or not.
Discussion 2: Factual explanation of what the discussion entailed.
Motion 2: Include who made the motion and if it was seconded or not.
*Continue to organize the meeting minutes by headers titled with the topic or presentation until the meeting is over. At the end of the minutes, include additional topics not on the agenda under “Other Business,” when the meeting ended, and who submitted the minutes.
Other Business
Topic #1
Factual record of what this discussion included.
Topic #1 Action Item: What actions need to be taken.
Meeting adjourned at TIME.
Next board meeting at TIME, DATE, LOCATION
Minutes submitted by Secretary, FULL NAME _____ Date
Corporate Meeting Minutes Sample
Group ABC, Meeting #105
June 22, 2022
5:00 - 6:00 p.m.
Meeting Room A, New York, New York
An annual meeting of the directors of the corporation was held on June 22, 2022, at 5:00 p.m., in Meeting Room A, state of New York, for the purpose of reviewing corporate operations for the upcoming year and the transaction of other business that may come before the meeting, including budget cuts and taking out a loan.
Those in attendance and constituting a quorum included:
Present:
John Norton, President
Elizabeth Johnson, Vice President
Doug Whitman, Secretary
The above directors, elected to serve on the board for another two-year term by the shareholders at the last yearly meeting of shareholders held on December 10, 2021, accepted their positions on the board. The secretary verified that the presence of these directors at this meeting represented a quorum of the board of directors per the bylaws of this corporation.
Absent:
Darleen Smith (Excused)
Roger Sterling (Unexcused)*
Guests:
Gregory Foreman, Department Manager
Stephanie Ashley, Manager of Operations
Bob Young, Auditor
Corporate Quorum present? Yes
Approval of the Agenda
Motion: John Norton moved to approve the meeting agenda.
Seconded and carried without dissent.
Approval of the Minutes
Motion: John Norton moved to approve the minutes of the June 10, 2022 meeting.
Seconded and carried without dissent.
The subsequent reports were presented during the meeting by the following persons:
Doug Whitman, Meeting Minutes for June 10, 2022 Meeting
Elizabeth Johnson, Paperwork for Loan Approval
John Norton, Quarter 1 Sales Report
Minutes Body
Loan Approval
Discussion 1: Elizabeth Johnson reported that the loan discussed in last month’s board meeting was approved. The corporation is now ready to move forward with pursuing a loan to expand the business.
Motion 1: Johnson moved to submit the final paperwork for acquiring the loan and nominated herself to complete the paperwork. Seconded and passed without dissent.
Quarter 1 Sales Report
Discussion 1: Norton presented information from the corporation’s Quarter 1 Sales Report. He noted that sales were up but that email conversions and social media engagement related to sales were down. He proposed an increase in the marketing budget for social media engagement and nominated Foreman to oversee improving this area of the marketing department.
Motion 1: Johnson moved to approve this plan. Seconded and passed without dissent.
Other Business
Upcoming Audit
Young brought up the impending audit on July 7, 2022. He suggested that the departments meet on July 1, 2022, to discuss steps to make the audit smoother and more efficient.
Upcoming Audit Action Item: Young will email each department leader and coordinate a meeting one week before the audit. At the meeting, Young will present several tactics for improving this year’s audit, highlighting areas for improvement over last year’s audit.
Meeting adjourned at 6:10 p.m.
Next board meeting at 5:00 p.m., July 22, 2022, Meeting Room B
Minutes submitted by Secretary Doug Whitman on June 22, 2022.
Final Thoughts
Corporate meeting minutes will become easier to take with practice. Don’t forget to consult with the board chairperson before the meeting to review the agenda and everything they want to include in the minutes.
Don’t be afraid to ask questions. It’s better to be safe than sorry when recording meeting minutes and legally protecting the company.
