Corporate Records and Minute Book

Corporate Records and Minute Book

One of the chief functions of the company secretary is to maintain the company's corporate records
and minute book.  This requires the organization and maintenance of the originals of all constitutional documents of the company, including the Articles of Association and all amendments together with evidence of DoLH approvals and reports, as relevant, minutes of meetings and Unanimous Written Consent ("UWC") of shareholders, commissioners and directors, the share registry, the special registry, and all permits, approvals, reports and the like filed with or obtained from any governmental agency. 

The company secretary is frequently also charged with the responsibility of maintaining the originals of all important commercial and financial contracts (e.g., loan agreements, supply contracts, output contracts) and monitoring compliance with the covenants and conditions therein. Electronic or manual systems to ensure compliance with reporting and filing obligations are commonly employed.

It is of vital importance that the company's records and minute book be kept current and contain originals of all relevant documentation.

In major corporate transactions (e.g., bank financings, asset acquisitions or disposals, share acquisitions
or disposals, securities issuances, mergers, consolidations and other large commercial transactions), counsel for the lenders, investors and/or underwriters will normally conduct a thorough review of the company's records and minute books as part of the due diligence investigation. 

Incomplete, inaccurate or otherwise insufficient records can delay or even frustrate closing. Furthermore, complete and well-kept minute books will ensure that corporate formalities are observed, thereby minimizing the possibility of shareholder liability issues arising (i.e., piercing the corporate veil).