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Corporate Minutes and Avoiding Liability

May 14, 2013

Often, disputes between shareholders, partners or members of a LLC start slowly and build over time.  During the interim business continues and each party has a different view of how “older” corporate actions affect the company and each shareholder’s rights.  When a problem boils over into a lawsuit the facts at issue often date back several years.  Managers, officers and directors should expect that their decisions will be under scrutiny and protect themselves accordingly.  One of the simplest ways to do so is to keep clear, thorough and accurate minutes.  Whether for an LLC, a corporation or a partnership, the individuals making decisions should document their meetings, votes taken, discussions which occur and other corporate actions.  This applies to both formal and informal meetings.

 

Further, a common mistake is to allow a director, officer or member to remain silent during an important discussion.  Whoever is running the meeting should encourage each party present to put their thoughts on the record and ensure that such contributions are recorded (via written minutes or an audio recording).  These relatively simple changes can prevent disagreements from festering, and protect the company and the individuals responsible for managing the company.  Our firm’s attorneys practice business litigation, fraud litigation, shareholder litigation and assist businesses of all types in avoiding lawsuits.

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