All of these things are in the company’s Minute Book by the time I’m finished:

  1. Certified copy of the Certificate of Incorporation
  2.  Filing receipt from New York State
  3.  Action by Incorporator. This is a simple, 1-page document by which the person who filed the Certificate of Incorporation appoints the first board of Directors and adopts By-laws.
  4.  By-laws — not the Bylaws the minute book company has been sticking in their minute books for twenty years. The by-laws I provide are up-dated regularly. The By-Laws are the internal rules for running the corporation.
  5.  Written Consent of the Board of Directors. This is one of the most important organization documents, and the one most frequently overlooked. In it, the Directors authorize a series of actions that are necessary to get the company running: open a bank account, issue shares of stock, get a Tax ID number, etc.
  6.  Subscription letters, by which the owners become the owners, by offering to buy shares.
  7.  Signed Stock certificates.
  8.  A Stock Transfer Ledger—the record of who owns how much, and when they got it.
  9.  The letter from the IRS assigning the Federal Employer ID Number.
  10.  The filed Federal and State S Elections (Form 2553 and CT-6, respectively) if the corporation is to be an S corp.

This is the minimum of items that should be found. In addition, if there is a lease for office space, equipment leases (computers or copiers, for example), a web-hosting agreement, or any other significant contract, there should be a copy in the Minute book, and there should be resolutions approving it.