Minute Book

The minute book is the corporate record of every board meeting, resolution, and material decision since the company was formed. Buyers expect it to be maintained continuously — annual meetings held, resolutions documented for every significant action (issuing equity, approving major contracts, changing officers, authorizing distributions). In practice, most founder-owned businesses stop holding formal meetings within a few years of incorporation. The founder makes decisions and moves on. Nobody writes it down. When the buyer's attorney asks for the minute book, the founder discovers that the last documented meeting was fifteen years ago. The gap signals informal corporate governance, which raises a specific concern: if decisions weren't documented, how does anyone verify that decisions were properly authorized? That question leads to broader indemnity requirements, wider reps and warranties, and often a direct purchase price reduction for corporate cleanup provisions. Three weekends with a binder, years before the sale, would have prevented all of it.