Below is a list of documents every company should keep in one place, probably a three ring binder. In the old days, this used to be called a “Corporate Book” and you can still use one of the fancy ones you get from an online service like Atlas Corporate and Notary Supply, etc. But nowadays, most people just use a three ring binder. The main rule to follow is that this book should contain actual filed and signed documents ONLY. No letters. No drafts without signatures. No notes. The purpose of this binder is to have the ability to trace back every legal change that has actually occurred in the ownership and management of your company. So unsigned documents don’t count, and hence don’t make it into the book. It helps immensely to keep them in chronological order so someone later on will be able to piece together your full corporate history very easily.
Terminology is a little bit different for LLCs versus corporations, so I’ve listed both. Your corporate book should include:
- Articles of Incorporation (corp) or Articles of Organization (LLC)
- Shareholder Agreement (corp) or Operating Agreement (LLC)
- Subscription Agreement (same name for LLC or corp)
- Stock Certificates (corp) or Membership Interest Certificates (LLC).
- Any amendments to any document on this list.
- Stock Register (corp) or Capitalization Table (LLC, but LLCs can call this just about anything). Whatever it is labelled as, this is just a list of owners and a record of every transfer of ownership interest to anyone (or anything, like a trust).
- Any document which is filed with the Secretary of State.
- Corporate shareholder and board minutes. LLCs are not required to maintain meeting minutes in all states, so check your local statutes. But if you do keep minutes, they should be in the book (only if signed).
- Board and shareholder resolutions (corp) or manager and member authorizations (LLC).
I recommend against keeping financial statements and tax returns in the corporate book. The idea behind the book is to create a history of ownership and control, and not a financial history. But this is more my personal opinion than a legal opinion. I’m fussy about what I put into corporate books.
That’s it for today. Make it an awesome day.