Why Your Clients Need Annual Minutes – And How You Can Help

BONUS CHECKLIST: 34 items for corporate or organization minutes.

By Ed Mendlowitz
The CPA Trendlines Practice Doctor

QUESTION: Should my corporate clients have annual minutes?

ANSWER: Yes. And not only corporations, but also partnerships, LLCs, not-for-profits and other entities.

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In many cases, these are required by state law, and certainly are a best practice for those managing a business or organization. It provides a place to record essential decisions that the manager might be called upon at a later date to explain and to show they weren’t unilateral actions.

This is an excellent way to provide additional services to a client, since it is usually the accountant who would collect the financial data to review with the manager and prepare it to send to the organization’s attorney to be put in proper form to be voted upon at the shareholders, owners or board annual meeting.

Here is a brief checklist of what can be included, each year, in the minutes.

Organization Minutes Checklist

The following is a brief checklist of what should be considered to be in the corporate or organization minutes.

  1. Were all the owners or board members notified of the meeting and is there current contact information for each person?
  2. The prior meeting’s minutes should be accepted.
  3. Officers should be elected.
  4. The chief executive officer, executive director or managing member should present a summary of the previous year’s results.
  5. Salaries, bonuses and other compensation paid to officers or other high-level personnel should be included in the minutes and ratified.
  6. Accruals of salaries, bonuses and other compensation should be ratified.
  7. Health insurance and medical reimbursement plan (if any) payments should be ratified.
  8. Payments and accruals of pension, retirement or deferred compensation plan contributions and inclusion of participants in such plans should be ratified.
  9. Benefits paid to or on behalf of officers or high-level personnel should be ratified.
  10. Expenses paid on behalf of an officer or high-level person, or paid as a reimbursement to them, should be ratified.
  11. The amounts and basis for owner or executive salaries for the current year should be explained and ratified.
  12. Employee benefit plans in effect or to be adopted should be ratified, including expense accountable plans, adoption assistance plans, cafeteria plans, educational assistance plans and nonqualified retirement plans.
  13. Any waived or underpayment employee compensation amounts should be stated in the minutes.
  14. The organization’s overtime pay policy should be reviewed to ascertain it is in accordance with federal and state wage laws.
  15. Leases between the organization and an owner, manager or director should be reviewed as to appropriateness of usage, terms and payment amounts.
  16. There should be a ratification or appropriate use if the organization provides a vehicle to an employee, with verification noted that there is proper insurance coverage on the vehicle that protects the organization.
  17. Ratification of dividends paid.
  18. If the corporation has not paid dividends this year then reasons for retaining the income should be expressed.
  19. All loans or advances to OR from employees in excess of $10,000 (or an amount deemed appropriate) should be memorialized with notes with payment terms, a due date and interest rate.
  20. Organization loans guaranteed by individuals should be recognized at the meeting and included in the minutes.
  21. The board should approve all charitable contributions in excess of $250 during the year.
  22. There should be an affirmation that the organization made no political contributions during the year.
  23. If the organization has more than one owner, there should be a current buy-sell agreement and the values in it should be certified to as being the appropriate values.
  24. If there is no buy-sell agreement it should be so stated and the owners should take immediate actions to procure one.
  25. If the business has a single owner, the contingency plan in the event of an untimely death or disability of the owner, should be reviewed. If there is no such plan, immediate steps should be taken to prepare one.
  26. All loan agreements and covenants should be reviewed to see if there are any danger points or impending unpleasant trigger points and so noted in the minutes.
  27. All leases and contractual obligations extending beyond one year should be reviewed for termination date and current appropriateness.
  28. The minutes should note approval of all ownership redemptions, transfers, recapitalizations, issuance of options, warrants or restricted stock.
  29. The entity tax status should be reviewed and potential changes should be reviewed.
  30. Description of any lawsuits against the organization should appear in the minutes.
  31. Purchases of equipment or for any other purpose or contracts in excess of $50,000 (or any amount deemed appropriate) should be approved in the minutes.
  32. Terminating contracts should be approved in the minutes.
  33. Disposing of corporate assets in excess of $50,000 should be approved in the minutes.
  34. Delivery should be indicated of a copy of the minutes to anyone who was supposed to be at the meeting who wasn’t.

Many organizations that should have minutes do not. If the above checklist seems excessive, imagine the organization’s and its managers’ positions if a problem arises with just one of these items – and how it would be resolved and whether it would then be wished that the minutes had been prepared and the due diligence done in responding to the checklist items.

2 Responses to “Why Your Clients Need Annual Minutes – And How You Can Help”

  1. john curetin

    minutes are not a ‘legal’ document in terms of must be prepared by a lawyer.
    if the meetings happen and the secretary does his/her job the minutes are prepared by a lay person.

    i see no reason why CPA’ s could not do this.

    Reply
  2. Scott Bonacker

    One thing that comes up from time to time in the study groups is the question of Unauthorized Practice of Law (UPL). With that in mind, can a CPA that is not a licensed lawyer draft minutes for a client? Or should we suggest to them the things that have happened worthy of memorializing and recommend they get with their attorney for formal minutes.

    Scott

    Reply

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