|
Name
of Entry |
Where
to Find Information in the Minute Book |
|
Exact Name of
Corporation |
The certificate of
incorporation states the exact corporate name. Be sure to note any amendments amending the
name. |
|
State and Date of
Incorporation |
The state of
incorporation is the state where the certificate of incorporation or articles of
organization are filed. The date of incorporation is stamped on the certified copy
following incorporation. |
|
Fictitious Business
Names |
Fictitious or
assumed names must be authorized by a vote of directors. Requirements for filing a
certificate stating the use of the fictitious name vary per state. It may be that a
corporation has a fictitious or assumed name only in one state due to a name conflict in
that state. |
|
Purpose of Business |
Some states require
that the specific purpose of business to be stated on the incorporation document. If not,
it may be found on the IRS filings, such as the SS-4 Application for Federal
Identification Number. |
|
Principal Business
Address |
The business
address may be found on the incorporation document. If not, it may be found on IRS filings
or bank account information. |
|
Name and Address
of Resident Agent |
The resident agent
is the individual or company appointed by the board of directors to accept service of
process on behalf of the company. The resident agent is referenced on the certificate of
incorporation. Typically the same resident agent will be used in all states especially to
qualify for group discounts offered by most resident agents. |
|
States and Dates
of Qualification |
A company may
register to do business in states where it intends to do business. What constitutes doing
business varies from state to state. CT Corporation’s Web site (www.ctadvantage.com) contains a
useful section on their discussing "What Constitutes Doing Business." When a
company qualifies to do business, the certificates of authority granted by the states
where the company has registered should be filed in the minute book as evidence of the
filing. A director vote should authorize the qualification of the company in each state
the company will do business. |
|
Authorized Stock |
The authorized
stock of a corporation is the stock the company has authorized in its charter with its
domestic state (the articles of organization, certificate of incorporation or articles of
incorporation). Be sure to check amendments for any increases in authorized stock. |
|
Issued Stock |
Issued stock is
the amount of stock issued to stockholders. A stock ledger should be maintained to record
all stock issuances, options, warrants and transfers. If the company has a large amount of
stockholders and/or large amount of transfer activity a separate stock ledger book may be
maintained. If the company is public or planning to go public, the company may use a
transfer agent to maintain and record all stock activity. |
|
Members of the
Board of Directors |
The list of
current directors will be found in the stockholder votes. The directors are elected at
each annual meeting of stockholders and may be changed by a vote at a special meeting any
time following the annual meeting. To assure a current list of directors begin with the
last annual vote of the stockholders and check all future votes for changes in directors
that may have been made at any special meetings. |
|
Names and Offices
held by the Officers of the Corporation |
The list of
officers and the offices held will be found in the directors’ vote and are appointed
at each annual meeting of the directors. To assure a current list of officers, begin with
the last annual vote of directors and check all future votes for changes in officers that
may have been made at any special meeting. |
|
Federal
Identification No. |
The federal
identification number is obtained by filing a form SS-4 with the IRS (obtained online at www.irs.ustreas.gov). Any
information filed with the IRS including the Form 2553 (for the election of a small
business corporation) should be maintained in a particular section of the minute book for
easy reference. |
|
Fiscal Year End |
Fiscal year end is
adopted by a vote of the board of directors (or by the Incorporator in the initial charter
of the corporation, pursuant to the laws of the state of incorporation). The fiscal year
end can be found, typically on the SS-4 filed with the IRS and/or on the last or second to
last page of the bylaws of the corporation. |
|
Date of Annual
Meeting |
The date of the
annual meeting is fixed by the board of directors in the organizational or initial vote of
directors. It’s also typically noted on the first or second page of the bylaws. |
|
Name
of Entry |
Where
to Find Information in the Minute Book |
|
Exact Name of the
Company |
The certificate of
formation states the exact company name. Be sure to note any amendments amending the name.
|
|
State and Date of
Incorporation |
The state of
formation is the state where the certificate of formation is filed. The date of formation
is stamped on the certified copy following formation. |
|
Term |
The Operating
Agreement may contain a termination date for the LLC. |
|
Purpose of Business |
Some states require
that the specific purpose of business to be stated on the formation document. If not, it
may be found in the operating agreement or the IRS Form SS-4. |
|
Principal Business
Address |
The business
address may be found on the formation document. If not, it may be found on IRS filings or
bank account information. |
|
Name and Address
of Resident Agent |
The resident agent
is the individual or company appointed by the management of the company to accept service
of process on behalf of the company. The resident agent is referenced on the certificate
of formation. Typically the same resident agent will be used in all states especially to
qualify for group discounts offered by most resident agents. |
|
List of Members |
Members of an LLC
are the owners of the company. Lists of members along with their investment percentage
(sometimes noted as percentage of interest and/or units) may be found as a schedule to the
operating agreement. |
|
List of Managers of
Directors |
The day-to-day
business of LLCs may be managed by managers or directors. The exact structure, titles and
authority of the management should be defined in the operating agreement. |
|
List of Officers |
An LLC may or may
not have officers. If so, offices will be defined in the Operating Agreement and typically
appointed by the management body. |
|
Registration in
Foreign States |
An LLC may decide
to qualify or register to do business in foreign states. What constitutes doing business
for an LLC is similar to the criteria of corporations and varies from state to state. When
a company qualifies to do business, the certificates of authority granted by the states
where the company has registered should be filed in the minute book as evidence of the
filing. A manager or director vote should authorize the company to qualify in each state
the company will do business. |
|
Federal
Identification Number |
The federal
identification number is obtained by filing a form SS-4 with the IRS (www.irs.ustreas.gov). A copy should
be maintained in a particular section of the records book for easy reference. |
|
Fiscal Year End |
The fiscal year end
may be found in the Operating Agreement. |
