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The Corporate Minutes Book: A Legal Guide to Taking Care of Corporate Business
 
 
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The Corporate Minutes Book: A Legal Guide to Taking Care of Corporate Business [Paperback]

Anthony Mancuso (Author)
4.5 out of 5 stars  See all reviews (8 customer reviews)


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Book Description

Corporate Records Handbook June 2002
If you've taken the time to turn your business into a corporation, chances are you'd like to see it stay that way. Your business card may say "incorporated," but if the courts and the IRS think differently, it's closing time.

Because meeting minutes are the primary paper trail of a corporation's legal life, it's important to know when and how to prepare these minutes. The Corporate Minutes Book provides all the answers, instructions and forms you need to get the job done.

Tear-out and disk minutes forms include:

*Call of Meeting

*Meeting Participant List

*Notice of Meeting

*Certification of Mailing

*Acknowledgment of Receipt of Notice of Meeting

*Shareholder Proxy

*Meeting Summary Sheet

*Minutes of Annual Shareholders' Meeting

*Minutes of Special Shareholders' Meeting

*Minutes of Annual Directors' Meeting

*Minutes of Special Directors' Meeting

*Waiver of Notice of Meeting

*Approval of Corporate Minutes By Directors of Shareholders

*Cover Letter for Approval of Minutes of Paper Meeting

*Written Consent to Action Without Meeting

The Corporate Minutes Book also gives you more than 80 additional resolutions -- both as tear-outs and on CD-ROM -- to insert into your minutes:

*elect S-corporation tax status

*adopt pension and profit-sharing plans

*set up employee benefit plans

*amend Articles and Bylaws

*borrow or lend money from or to directors, shareholders and banks

*authorize the issuance of shares of stock

*declare dividends

*hire employees and contract with outside firms and businesses

*approve the purchase or lease of commercial property

*approve corporate contracts

*select a corporate tax year

*approve salary increases and bonuses

*authorize bank loans

*authorize a corporate line of credit

*purchase or lease a company car

*authorize the use of a corporate credit card to pay business expenses

The 2nd edition is completely revised and updated to reflect current law. So take a few minutes and read this book -- your corporation deserves it!



Editorial Reviews

Review

Should be a part of any serious business library -- and any corporate library. -- Bookwatch

This practical guide gives step-by-step instructions plus the legal forms to be filled out and filed to keep corporate status. -- Orange County Register

About the Author

Attorney Anthony Mancuso is a corporations expert and author of Nolo’s bestselling corporate law series. He is the author of How to Form Your Own Corporation for California, New York, Florida and Texas; How to Form a Nonprofit Corporation (National and California Editions); The Corporate Minutes Book; California Incorporator (software) and co-author of Nolo’s Partnership Maker (software) and How to Create a Buy-Sell Agreement & Control the Destiny of Your Small Business. His books and software have shown over a quarter of a million businesses and organizations how to incorporate.

Product Details

  • Paperback: 608 pages
  • Publisher: Nolo; 2nd edition (June 2002)
  • Language: English
  • ISBN-10: 0873378199
  • ISBN-13: 978-0873378192
  • Product Dimensions: 10.9 x 8.4 x 1.3 inches
  • Shipping Weight: 2.8 pounds
  • Average Customer Review: 4.5 out of 5 stars  See all reviews (8 customer reviews)
  • Amazon Best Sellers Rank: #801,819 in Books (See Top 100 in Books)

More About the Author

Anthony Mancuso is a California attorney and a corporations and limited liability company expert. He graduated from Hastings College of Law in San Francisco, is a member of the California State Bar, writes books and software in the fields of corporate and LLC law, and has studied advanced business taxation at Golden Gate University in San Francisco. He also works as a technical writer and programmer, and is currently employed by Google in Mountain View, CA. He is the author of many Nolo books on forming and operating corporations (both profit and nonprofit) and limited liability companies. His titles include Incorporate Your Business, How to Form a Nonprofit Corporation (national and California editions), Form Your Own Limited Liability Company, The Corporate Records Handbook, LLC or Corporation?, and Your Limited Liability Company - an Operating Manual. He wrote and programmed Nolo's LLC Maker software program, which generates state-by-state articles and other forms for organizing an LLC in each state. His books and software have shown over a quarter of a million businesses and organizations how to form a corporation or LLC. He also is a licensed helicopter pilot and has performed for years as a guitarist in many musical idioms.

 

Customer Reviews

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Average Customer Review
4.5 out of 5 stars (8 customer reviews)
 
 
 
 
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Most Helpful Customer Reviews

38 of 38 people found the following review helpful:
5.0 out of 5 stars Keep your corporate status. Record vital meeting minutes., August 10, 2003
By 
Harinath Thummalapalli (Austin, TX United States) - See all my reviews
(REAL NAME)   
This review is from: The Corporate Minutes Book: A Legal Guide to Taking Care of Corporate Business (Paperback)
One simple reason to record meeting minutes is to be able to retain the precious corporate status of your business. Otherwise, the courts may strip away the corporate status leaving the owners vulnerable to lawsuits. That's one of the many things I learned by reading just the first chapter in this book.

I first ordered it because I wanted templates I could customize for my own company and I had read that this Nolo book had almost a 100 different forms in electronic format (CD-ROM) that I can use for recording all kinds of important corporate decisions. But when I got the book, I was surprised that it was such a heavy book and curiosity got the better of me and I started skimming through the various chapters.

This book has more than just tear out forms and electronic versions of these forms. Keeping with Nolo tradition, it has about 20 chapters dedicated to explaining in great detail all the various forms that can be used for recording corporate meeting minutes and HOW to use these forms. It made eveverything really easy!

The first 8 chapters of the book are about how to hold the meetings and record the minutes (including How to Take Action by Written Consent Without a Meeting). The chapters following that include topics like 'Corporate Tax Resolutions', 'Corporate Hiring and Appointment Resolutions', 'Resolutions for Loans to the Corporation', and 'Stock Issuance Resolutions'. I especially like the discussion of Legal and Tax Issues Affecting Stock Issuance and Loans to the Corporation by Shareholders and Other Insiders.

This is probably the most expensive Nolo book that you can purchase (almost twice their cheapest book) but I didn't hesitate even a second to buy this book because I was sure I would spend hours trying to come up with my own forms for meeting minutes. I thought it would be better to just buy and use their forms instead. Good luck and don't lose that precious corporate status!

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25 of 25 people found the following review helpful:
1.0 out of 5 stars Now Sold As "The Corporate Records Handbook", November 27, 2005
By 
This review is from: The Corporate Minutes Book: A Legal Guide to Taking Care of Corporate Business (Paperback)
The new version of this book is now being sold under a different title: "The Corporate Records Handbook". Don't buy this old version.
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15 of 15 people found the following review helpful:
5.0 out of 5 stars the best book I've found, February 27, 2004
By 
This review is from: The Corporate Minutes Book: A Legal Guide to Taking Care of Corporate Business (Paperback)
I've recently set up several corporate structures for small business ventures. In preparation, I took a couple of short classes at a local community college and read several books.

Most of the information in other books was very general. They would say something like, "you must do X to protect your corporate status," without telling you *how* to do it.

This is the only book I've found that clearly describes all the steps needed to properly set up and maintain your corporation. It does not cover choice of corporate structure or the actual incorporation process, but instead explains all the things you must do to maintain the legal and tax protections provided by your corporation once it is established. It also includes an extensive set of forms, all on CD-ROM. The forms are supplied in Rich Text Format, also known as rtf, and can be read by most word processors.

(Note to Macintosh users - although the book says that the CD-ROM is not "supported" on the Mac, I had no trouble opening and using the forms.)

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Inside This Book (learn more)
First Sentence:
Calling, providing notice for, holding and voting at meetings of your directors and shareholders necessarily means becoming familiar with a bucketful of new terminology and procedures. Read the first page
Key Phrases - Statistically Improbable Phrases (SIPs): (learn more)
state where signed, court hearing the lawsuit, account authorization forms, other individual lender, board further agreed, day for ongoing payments, two persons sign, check your bylaws, review your paperwork, attending corporate meetings, corporation tax election, most smaller corporations, nontransferability provisions, corporate records book, corporate records hook, corporate filing office, check your articles, corporation tax status, prior business owner, corporate tax year, shareholder quorum, seeking shareholder approval, shareholder ratification, prior minutes, upcoming shareholders
Key Phrases - Capitalized Phrases (CAPs): (learn more)
Secretary of State, Signature of Borrower, State Tax Information Department of Revenue, Approval of Corporate Minutes, Waiver of Notice of Meeting, Meeting Summary Sheet, Specified Date, Notary Public, Officer Name Title, Corporate Hiring, Action Without Meeting, Authorization of Treasurer, Meeting Participant List, Call of Meeting, Certification of Board, Minutes of Special Meeting of Directors, Minutes of Special Meeting of Shareholders, Name of Lender, Incorporate Your Business, Stephen Fishman, Assistant Treasurer, Certificate of Mailing of Notice, Commercial Code, Elected Nominee, Mailing Address
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