Meghan Day

Principal Solution Designer

Corporate minutes: How are they different than board meeting minutes?

CEOs spend an estimated 72% of their time in meetings. How do they keep track of all discussions, decisions and action items? Corporate minutes.

Corporate meeting minutes are similar to board meeting minutes. The main difference is that corporate meeting minutes are a record of meetings that are held by management rather than by the board. While the attendees are different, the process for taking meeting minutes is much the same for corporate meetings as for board meetings.

Here, we’ll explain how to take effective corporate minutes, including:

• What corporate meeting minutes are
• How to prepare and write corporate minutes (and what to include)
• Corporate minutes examples
• Tips for effective meeting minutes, including a template
• What to do with minutes after the meeting

What are corporate meeting minutes?

Corporate meeting minutes are records taken at formal meetings of corporate managers. They describe the actions and decisions that managers take at company meetings. A secretary or acting secretary usually takes the meeting minutes, but the task can be delegated to almost any capable individual.

Corporate minutes requirements

Corporate managers take minutes for the same reasons corporate boards do. They provide a legal record of the meeting members' actions and decisions, and taking corporate minutes is also a legal and regulatory requirement.

There are various laws regarding which types of meetings require minute-taking. States have more specific laws, though some federal requirements apply depending on the entity type:

1. State-level requirements: In most states, minutes are required for all corporate meetings, including board meetings. Corporate boards must know, understand and abide by their state laws regarding meeting minutes. It’s part of their fiduciary duties; not knowing the law doesn’t excuse them from following it.
2. Federal requirements for corporations: The federal government doesn’t directly regulate corporate minutes, but under the Internal Revenue Code (IRC) of the Internal Revenue Service (IRS), adequate corporate records — including minutes — are required. Corporate minutes should ensure documentation of decisions, especially those related to financial matters.
3. Federal requirements for nonprofits: Tax-exempt organizations must document meetings and major decisions like corporations. These demonstrate that the organization’s operations align with its charitable purpose and don’t involve prohibited activities. Minutes can also be a valuable resource for completing Form 990, which details certain activities, decisions and financial actions.
4. Requirements for SEC-regulated entities: The Securities and Exchange Commission (SEC) requires proper documentation of meetings for all publicly traded corporations. Other rules like the Sarbanes-Oxley (SOX) Act don’t specifically mandate minutes, but they do emphasize the importance of record-keeping.
5. Industry-specific requirements: Some industries are more highly regulated than others. Financial institutions, government contractors and others may be subject to additional rules requiring detailed minutes to document legal and regulatory compliance.

Preparing for a corporate meeting

The preparation for a corporate meeting is much the same as the process for preparing for a corporate board meeting. The meeting leader should provide notice of the meeting to the proper parties. For example, all shareholders should be invited to a shareholder meeting, and all board directors must be invited to board meetings. Corporate meetings are typically closed to the public.

The meeting leader should prepare an agenda and add or attach any additional reports or other documentation well before the meeting. The meeting leader should also include a copy of the prior meeting’s minutes so the group can approve them. Meeting leaders should request a sign-off for meeting members who can't attend.

How to write corporate minutes

Corporate minutes are more than a transcription of conversations and decisions. In reality, they are a record that can hold management accountable or defend them should conflicts arise.

The minute-taker must be a good and active listener who can take good notes. The minute-taker should write the minutes as soon as possible after the meeting while the material is fresh in their mind.

To write them:

1. Prepare for the meeting: The secretary or minute-taker should review the agenda and structure the minutes around it. This includes preparing the data, time, location, attendees and the meeting’s purpose. Setting a consistent format can streamline this process. Many secretaries and minute-takers prefer to use some type of template or minutes software to make the job easier. A template makes it easy to put the correct information into the correct slots, which makes finalizing the minutes easier later. It's also a good idea to make a copy of the final minutes document for safekeeping.

2. Take attendance: List all attendees, including executives, management, employees and guests. Record absentees, if there are any.

3. Record the meeting start time: Note the official start of the meeting.

4. Summarize the discussions: Follow the agenda and record key discussions. Minute-takers should be active listeners and pay close attention to speakers and the order of the agenda. It’s important to write down key phrases. The minute-taker needs to be sure that the information is accurate. It’s appropriate and expected for minute-takers to interrupt the discussion for clarification if necessary. For meetings in which discussions are lengthy and dissension is strong, the minute-taker should jot down who agreed with or disagreed with the main points of the discussion. They should include a simple explanation of why a particular item is on the agenda, as appropriate. If the meeting has supplemental documents, the minute-taker should attach a copy of them to the agenda packet. Written minutes will suffice, but digital minutes are recommended for ease of use and efficiency.

5. Record motions, votes and approvals: The minute-taker should record all votes and abstentions. Resolutions usually pass without objection, so they should just note the dissenters. The minutes should state the time of adjournment and who adjourned the meeting. Meeting minutes should follow the established state laws and any corporate policies.

6. Assign action items: Note any next steps that emerge from the meeting and who is responsible for each. This should also include deadlines to help hold management accountable.

7. Include reports or attachments: Note in the minutes any reports or presentations attendees discussed and attach any relevant documents if needed.

8. Note the end time: Record when the meeting ended.

9. Review and edit: Proofread the minutes for accuracy and clarity. Ensure that they align with the agenda and accurately reflect key outcomes and decisions.

10. Get the minutes approved: The board usually approves minutes to make them official, as they’re an official and legal record of corporate meetings. The board should get the board to approve the meeting minutes as soon as practicable after the meeting and they should keep the full disclosures of the shareholders in mind.

Corporate minutes format: What to put in corporate minutes (and what to leave out)

Every official meeting should include certain, specific information. Meeting minutes should include the following at a minimum:

• Date the meeting took place
• The location of the meeting
• The time of the meeting
• Names of attendees
• Names of those absent
• If there was a quorum
• Who chaired the meeting
• The purpose and type of the meeting
• Agenda items
• A detailed account of who voted and how
• The time of adjournment

The minutes should also note if anyone arrived late to the meeting and if anyone left early.

It's not appropriate to include verbatim discussions or minute details of the meeting. The purpose of corporate meeting minutes is to document important actions and decisions by the managers.

[Learn how secretaries guide modern governance through meeting minutes and more]

Corporate minutes examples

Here is an example of what minutes may look like for a leadership meeting.

Meeting date: October 2, 2024

Meeting time: 9:00 a.m.

Location: ABC Corporation Headquarters, Conference Room C

Attendees:

• John Smith, CEO
• Jane Doe, CFO
• Mary Johnson, COO
• Mark Baker, VP of Sales
• Emily Green, VP of Marketing
• Sarah Samuels, Secretary

Absentees:

• Dave Daniels, VP of Product Development

1. Call to order

John Smith, CEO, called the meeting to order at 9:03 a.m.

2. Approval of previous meeting minutes

The minutes from the management meeting held on September 13, 2024, were reviewed and unanimously approved without any changes.

3. Financial overview (Jane Doe, CFO)

• Q3 Financial Report: Mary presented the financial performance for Q3 2024. Revenue increased by 11% compared to Q2, primarily driven by the successful summer campaign.
• Cost Management: Operational costs decreased by 7% due to changing vendors in July.
• Next Steps: The finance team will focus on preparing the annual budget for 2025. Mary will provide an initial draft by the November management meeting.

Decision: The management team approved a 6% increase for product development initiatives in Q4 to support increased demand.

4. Sales and marketing

• Sales growth (Mark Baker, VP of Sales): Mark reported that sales volume has grown by 13% month-over-month, exceeding the team’s target. He attributed this to increased demand and strong performance from the sales team.
• Marketing campaign success (Emily Green, VP of Marketing): Emily shared results from the summer marketing campaign, which generated 5,000 new leads and a 9% conversion rate.

Action Items:

• Mark to provide detailed feedback on market expansion strategies by October 15.
• Emily to prepare a new digital marketing strategy to boost Q4 sales.

5. Adjournment

The meeting was adjourned at 10:30 a.m. by John Smith, CEO.

Next Meeting: October 16, 2024, at 9:00 a.m. in Conference Room C.

1. Action Items Summary

• Jane Doe: Provide the 2025 draft budget by the next meeting.
• Mark Baker: Submit expansion strategy by October 15.
• Emily Green: Prepare new marketing strategy for Q4 by next meeting.

Tips for effective corporate minute-taking

Corporate minutes require precision and professionalism. Following tried-and-true best practices can help ensure your minutes are effective and accurate:

1. Use a consistent structure: Creating a standard template helps streamline the minute-taking process and ensures you consistently capture essential information.
2. Focus on key points: Rather than transcribing discussions word-for-word, focus on the main points, decisions and action items. The goal is to capture the essence and intent of the meeting, not the dialogue.
3. Record motions and votes clearly: Minutes should show that attendees followed proper decision-making processes. Note when a motion is proposed, seconded and voted on the names of who participated at each stage.
4. Identify action items: Attendees may refer to the minutes to see what they are responsible for. Clearly state the action items and who is responsible, including any deadlines.
5. Be objective: Minutes should focus on facts rather than opinions. Avoid interpreting discussions or including emotional language and instead record exactly what happened.
6. Use concise language: Keeping sentences short and free of jargon makes minutes clearer for future readers, as does avoiding complex phrasing and long sentences.
7. Keep minutes secure: Corporate minutes often include sensitive information. Ensure they are stored securely and only accessible to authorized individuals.
8. Leverage AI: Artificial intelligence can be corporate minutes’ secret weapons. Take notes in short-hand, then let AI combine notes and previous minutes to create a properly structured and consistent minutes document. Many meeting minutes solutions incorporate AI, but free software could fall short.

Corporate minutes template

[Company Name]

Meeting Date:

Meeting Time:

Location:

1. Call to order

The meeting was called to order by [Name] at [Time].

2. Roll call

Present:

• [Name], [Position]
• [Name], [Position]
• [Name], [Position]

Absent:

• [Name], [Position]

3. Approval of Previous Meeting Minutes

The minutes from the previous meeting held on [Date] were [approved/reviewed with corrections]

4. Reports

a. [Department/Committee] Report (Presented by [Name, Position]):

• Summary of key points discussed or presented.

b. [Department/Committee] Report (Presented by [Name, Position]):

• Summary of key points discussed or presented.

5. Old business

• [Discussion topic]
• [Decisions made/actions taken]

6. New business

• [Discussion topic]
• [Decisions made/actions taken]

7. Motions and voting

Motion: [Describe the motion]

Proposed by: [Name, Position]

Seconded by: [Name, Position]

Outcome: [Passed/rejected with vote count]

8. Action items

• [Action item], [Responsible party], [Due date]

9. Next meeting

The next meeting is scheduled for [Date] at [Time] in [Location].

10. Adjournment

The meeting was adjourned at [Time] by [Chairperson name]

Minutes prepared by: [Secretary name], [Position]

Date prepared: [Date]

What to do with meeting minutes

Corporate board meeting minutes usually need to be approved by the secretary and the board. Since they provide a historical record of the company, corporate meeting minutes should be kept for as long as other records, which is typically around seven years. Well-prepared meeting minutes will help protect the board from liability and legal problems. Accurate meeting minutes also demonstrate that an organization is in good standing.

The benefit of using Diligent Boards Minutes

Board meeting minutes software provides a board administrator with the right tools to meet the administrative challenges before, during and after board meetings. Digital meeting minutes solutions help to connect corporate managers to achieve overall good governance.

With Diligent Boards Minutes, managers can create corporate meeting minutes from scratch or from an existing template. The software automatically captures the required information, such as date, location, time and list of attendees from the agenda, reducing formatting time and ensuring faster reviews.

Meeting attendees can also receive automatic notifications when there are updates to the agenda or board packet. The software also automates the processes for getting the proper rounds of approvals. This includes iterating in a single document and assigning and notifying reviewers, eliminating the complexities of managing multiple versions.

Diligent Boards Minutes is the modern governance solution to taking corporate meeting minutes.

FAQ

How many minute-takers do corporate meetings usually have?

Corporate meetings typically have one minute-taker to document the proceedings. This is usually the corporate secretary or another member of administrative staff. However, larger or more important meetings may have additional support for minute-taking.

How to keep sensitive meeting minutes secure?

The best way to keep meeting minutes secure is to use an encrypted governance platform. Emails and file sharing are inherently vulnerable to hacks and breaches. An encrypted platform provides the access all attendees need while ensuring only authorized parties can access the minutes.

How to avoid version control before, during and after minutes creation?

Centralizing meeting minutes can avoid version control issues. Using software to create a single version of the minutes through which multiple people can collaborate reduces the risk of errors and inaccuracies.

How to use AI to increase efficiency for corporate minute preparation and management

AI can increase efficiency because it automates the manual processes involved in corporate minutes. AI combines shorthand/raw notes and previous minutes to create properly structured and consistent minutes with takeaways, decisions and actions. Discover how leveraging Diligent AI can support you.

How do you know if you need a free or paid solution for corporate minutes?

Free corporate minutes solutions are appealing, but they come with hidden costs, like limited collaboration and security. Learn more about comparing free and paid solutions.