According to the law of North Carolina, business entities registered with the North Carolina Secretary of State are not required to file corporate minutes with the North Carolina Secretary of State’s Office.
Recently, the North Carolina Secretary of State’s Office received questions about a mailing which businesses received regarding “Annual Minutes Requirement Statement”. This mailing was a solicitation from a business named “Compliance Services”. The solicitation from “Compliance Services” offers to process corporate meeting minutes on behalf of the corporation for a fee of $125.00. The Secretary of State of North Carolina has filed suit against Compliance Services and has received a Temporary Restraining Order against Compliance Services to stop them from sending further solicitations and from accepting payment for the previously sent solicitations.
What is a business in North Carolina required to do regarding corporate minutes?
A corporation shall keep as part of its permanent records the following:
- minutes of all meetings of its incorporators, shareholders and board of directors;
- a record of all actions taken by the shareholders or board of directors without a meeting; and
- a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation.
According to North Carolina law, the corporation is not required to file the minutes with the Secretary of State or any other government entity. It is important to keep a copy of the records listed above to properly document the actions of the business. If you have any questions regarding the requirements of a business in North Carolina, please feel free to call us.