How to Keep Corporate Records
Check your state's law., Organize your constitutional documents together with any amendments., Maintain a list of current and former directors and officers., Keep copies of all communications with shareholders.
Step-by-Step Guide
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Step 1: Check your state's law.
Each state has its own regulations that govern the records its corporations must keep and how long they must keep them.
The office of Secretary of State handles incorporation in most states and typically will have a list of corporate record-keeping requirements on its website.
In addition to having rules regarding what documents must be retained and where, most states require these records be open to inspection by corporate directors or state officials at any time.
Even if your state of incorporation does not require certain records, other states where you operate in the future might.
In addition, some records may not be required by the state but may be required by banks or by taxing or licensing authorities.
If you hired an attorney to help organize your corporation, ask him or her for a detailed breakdown of the documents you must keep in your corporate records and how long you must keep them. -
Step 2: Organize your constitutional documents together with any amendments.
In addition to filing your organizational documents with the state, you must keep a copy of them at your principal place of business and with your corporation's registered agent.
Your articles of incorporation and bylaws are considered your corporation's constitutional documents.
These typically must be filed with the Secretary of State in the state where the company was incorporated.
If your company is incorporated in a state other than the ones in which it does business, you should keep copies of these documents with the registered agent in each state.
For example, if your company was incorporated in Massachusetts but also does business in Connecticut and New Hampshire, you would need to keep copies of these documents in your main office in Massachusetts, as well as with your registered agents in Connecticut and New Hampshire.
You also should include copies of any annual reports or other filings required by your state of incorporation or any other states in which you operate. , This list should be updated each year or as needed to account for any changes.
Your list should include full legal names of each director and officer, as well as their last known addresses and any other pertinent contact information. , Your corporate records should include copies of all letters or other official communication between the company and all or any shareholders.Many corporate transactions, including large sales of stock or reclassification of shares, require notice to shareholders.
These copies provide proof of your compliance with notice requirements.
All communications should be kept for at least three years or as long as the issue described in the document is active and has ongoing relevancy to the company. -
Step 3: Maintain a list of current and former directors and officers.
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Step 4: Keep copies of all communications with shareholders.
Detailed Guide
Each state has its own regulations that govern the records its corporations must keep and how long they must keep them.
The office of Secretary of State handles incorporation in most states and typically will have a list of corporate record-keeping requirements on its website.
In addition to having rules regarding what documents must be retained and where, most states require these records be open to inspection by corporate directors or state officials at any time.
Even if your state of incorporation does not require certain records, other states where you operate in the future might.
In addition, some records may not be required by the state but may be required by banks or by taxing or licensing authorities.
If you hired an attorney to help organize your corporation, ask him or her for a detailed breakdown of the documents you must keep in your corporate records and how long you must keep them.
In addition to filing your organizational documents with the state, you must keep a copy of them at your principal place of business and with your corporation's registered agent.
Your articles of incorporation and bylaws are considered your corporation's constitutional documents.
These typically must be filed with the Secretary of State in the state where the company was incorporated.
If your company is incorporated in a state other than the ones in which it does business, you should keep copies of these documents with the registered agent in each state.
For example, if your company was incorporated in Massachusetts but also does business in Connecticut and New Hampshire, you would need to keep copies of these documents in your main office in Massachusetts, as well as with your registered agents in Connecticut and New Hampshire.
You also should include copies of any annual reports or other filings required by your state of incorporation or any other states in which you operate. , This list should be updated each year or as needed to account for any changes.
Your list should include full legal names of each director and officer, as well as their last known addresses and any other pertinent contact information. , Your corporate records should include copies of all letters or other official communication between the company and all or any shareholders.Many corporate transactions, including large sales of stock or reclassification of shares, require notice to shareholders.
These copies provide proof of your compliance with notice requirements.
All communications should be kept for at least three years or as long as the issue described in the document is active and has ongoing relevancy to the company.
About the Author
Lori Murphy
With a background in lifestyle and practical guides, Lori Murphy brings 10 years of hands-on experience to every article. Lori believes in making complex topics accessible to everyone.
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