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Prepare Initial Minute Book

Minute book is the collection of a company's meeting minutes and relevant documents.

Once a company is incorporated, it will get a certificate of incorporation. Usually, the owner/agent will also register its articles of incorporation.

There may have been shareholder and/or board meetings, but a lot of business owners won't bother to prepare the minutes and keep them in order. When they seek finance, or submit tax returns, they will be asked to provide these documents.

Resolution of Shareholders

This is the first meeting a company should have after being incorporated. The key issues discussed and resolved in this Resolution of Shareholders include:

  • pass the company's By-law
  • elect directors

Resolution of the Board

Board/Directors have the most power to run the company. After election of directors by the shareholders, the board of directors will also have the first meeting immediately to decide some important issues and pass the first resolution of the board:

  • recognize the By-law as the company's formal document
  • appoint president and secretary of the company
  • issuance of shares
  • other issues

Corporate By-law

We usually need to label the by-law by index, as it can be amended as the directors see appropriate, and newer by-law can be indexed to differentiate it from the older ones.

Share Subscription

Once the board resolution decides how many shares to issue in total and how many each shareholder can subscribe, shareholders need to sign a share subscription to the company.

Shareholder Register

The company shall keep a shareholder register to record the shareholder structure and its changing history, as it may not be updated or registered with the authority frequently.

Share Certificate

This is not an official document. Each company can have its own format of share certificate. You may notice the share is non-assessable, in which the issuing company is not allowed to impose levies on its shareholders for additional funds in order to make further investments. Please see the link for more information.

As directors assume power as well as liabilities in this position, any individual who is going to be a director needs to sign a consent letter recognizing the liabilities that the job will bring to him/her.

Director Register

Same as the shareholder register, these's a director register for each company.

Report

This is not one of the minute book documents, but it seems more formal if lawyers who prepare the minute book can provide such a report to client as the conclusion of work on this matter.