Board of Directors and Shareholders' Meeting Minutes in American Companies

In American corporations, meeting minutes are of paramount importance

In a corporate management and compliance system with a strong private orientation like the American one, meeting minutes are crucial to demonstrate the company's independent life apart from individual shareholders.

Just like in Italy, American companies must keep minutes of shareholders' meetings and board meetings. At a minimum, corporations must hold one shareholders' meeting and one board meeting each year, which means there must be at least two sets of minutes annually.

It is very likely that during the life of the corporation, significant or extraordinary decisions will need to be made. When this happens, the Board of Directors must meet to discuss and decide. The summary of the discussion and the details of the decisions made must be documented in the minutes [resolutions in American terminology] of the Board.
 

Examples of Board of Directors' Decisions in American Companies that Must Be Documented in Board Minutes [in a Board resolution in American terms]

Of course, not all decisions need Board approval. Below is a non-exhaustive list of typical decisions during the life of a corporation that must be reflected in a board meeting's minutes for every American company:

• Hiring of staff;
• Leasing an office;
• Purchasing a company vehicle;
• Signing a distribution contract;
• Financial investments;
• Opening a bank account;
• Requesting a bank loan;
• Approval of the year-end financial statements;
• Terminating staff.

Board of Directors and Shareholders' Meeting Minutes must always be signed by the corporation's Secretary, recorded and preserved. Collecting the minutes attests to the company's autonomous and distinct life from that of the shareholders. Minutes are the tangible way to prove that the corporation has its own active structure distinct from the people who form and lead it. In this sense, the minutes of American companies play a crucial role in preventing the denial of the company's financial independence, which would otherwise shift financial and asset responsibility onto the shareholders.

WARNING The information contained in this article does not constitute legal advice or professional consultation in any way, but solely general information for educational purposes.