Help with Quick Corporate Minutes

Introduction

Quick Corporate Minutes (aka "QuickMinutes") will allow you to enter your legally required corporate minutes and resolutions. Even if you are just a one-person operation, the formal requirements of maintaining complete records of corporate meetings is essential.

Typically, you will have a single set of "organizational" documents that are produced one time, during the corporate formation process.  If you purchased a "corporate kit" or had a lawyer draw up your documents, these first meeting minutes are likely already completed and in your corporate logbook. If not, you should use QuickMinutes to create them (if you have purchased the Pro Edition). See the section on creating One-Time (Organizational) Documents.

For a very small corporation, you will usually be creating only Annual Minutes each year to keep your record-keeping up-to-date. This is a three (3) step process, as outlined below:

Step 1:  Create a Waiver of Notice of Annual Meeting

Since you are likely a small corporation with a minimum of directors/shareholders (in many cases, just one!), you can dispense with notifying everyone that you will be holding a meeting.  BUT, you must have all the directors (or shareholders as the case may be) sign the consent.  You need not hold an actual in-person meeting, but may instead specify that any actions were taken by unanimous written consent. Obviously, if this is not the case you should hold a meeting with a proper count of directors and/or shareholders with quorum and vote count results. You can manually edit the templates to indicate the results of such a meeting.

Step 2:  Create the Resolutions that Pertain to your Business Activity for the Year

If you have taken actions in the past year (for instance, opened a bank account or sign anew lease for equipment) you should ratify those decisions formally with a corporate resolution. While it is always better to generate a resolution before you take action, it is still valid even after-the-fact. Of course, if you generate five years' worth of resolution a few days after getting notice of anIRS audit, they will like consider your corporate status suspect.

Step 3:  Create the Minutes of the Annual Meeting

Once you have created the applicable resolutions, you need to formally ratify them in the Annual Meeting. Each resolution that you created should be mentioned in the minutes. Typically the annual meeting also sets the Board of Directors for the upcoming year, as well as officers with compensation.

IMPORTANT NOTE:  Every state has it's own laws concerning corporate record-keeping requirements. Although our software conforms to the laws of most (if not all) states, YOU are ultimately responsible for conforming to state law and should hire competent legal counsel if you have unusual or complex requirements. Our forms are not a substitute for legal advice and nothing created or proposed by the software should be construed as any sort of legal advice or opinion!

   You can get help at any time by pressing the F1 key on the main screen. 

Installation & Setup

Software Installation

Installing QuickMinutes is very easy.  A Windows compatible computer with at least 100mb of RAM memory is required. Simply run the setup file that you download (or received on the CD-ROM) and follow the onscreen directions. You can start the program at any time by double-clicking the QuickMinutes icon on your desktop screen (or on the start-up menu). When the software is run for the very first time, a new database will be created automatically for you. This database will include a sample company that you can experiment with. When you are ready to create your first corporate documents, follow the instructions in the sections below.

Trial Version Limitations

You may freely use the Trial Version of QuickMinutes for testing and evaluation purposes. You can even begin creating your resolutions and minutes for your corporation. However, the printing and editing functions are disabled in the TRIAL version. When it comes time to print (or edit) your minutes for inclusion in your Corporates Minutes Book, you will have to purchase a license to use the software.

Software Editions

The Standard (small business) Edition of the software allows you to enter and track one corporation. If you have more than one corporation, we recommend the Pro Edition (up to 5 companies can be tracked) or for CPAs/Financial Planners and other serious users we have the CPA Edition (up to 100 companies can be tracked, with additional paks of 100 licenses available). The Pro Edition also allows for customization and creation of "organizational" or "first-time" documents.

Purchasing the Software

You may purchase the software by clicking the "Buy" button on the main screen or by visiting the QuickMinutes website, at www.QuickCorporateMinutes.com. Remember that each computer that has the software installed will require it's own license key.

Entering Your License Key

Once you have purchased the software, you will receive a License Code via email. If you did not complete the Internet activation process, you must enter this number by clicking on the Help menu, then "Enter License Key".

Once the license code is accepted, you will receive an acknowledgement onscreen and thesoftware will allow you to begin printing and editing reports.

Section 1 - Getting Started

Creating a New Company

Before you can add new minutes or resolutions, you must first add your corporate information.  To create a new corporate entity, click the "Company List" button to display the list of available corporations.

On the Company List screen that displays, click the "Add New" button.

The Corporate Details screen will appear.  Complete all the information at the top that is applicable to your corporation. If you have not established a bank or attorney, you may leave those fields blank.

Entering Officers, Directors and Shareholders

On the Corporate Details screen, you can add the corporate officers, directors and shareholders for your corporation using the “Add New” button.

The details screen will appear (as shown below) and you simply enter the officer/director’s name and position. Repeat for every officer, director and shareholder.  Note that if you are a single person corporation, you would check all the boxes since you hold all the positions.

First Steps with a New Corporation

If your corporation is brand new, the very first order of business is to create the“Organizational” meeting minutes especially if you created your corporation via a generic boilerplate language in the Articles of Incorporation. This needs to be done only once. The items and resolutions will reflect any initial decisions made by the Board of Directors and/or Shareholders. This can include the selection of a bank, setting of corporate officer salaries and other items necessary for the proper functioning of your corporation.

The following actions are prudent at the Organizational Meeting by the Board of Directors:

    Authorize S-Corp status, if applicable
    Adopt a form for the minutes of the Board meeting
    Adopt By-laws
    Adopt shareholder agreements, if any
    Elect Directors and Officers
    Designate Chairpersons and member of committees
    Delegate any duties or Directors that will be handled by officers or employees of the Corporation
    Authorize the application of Federal IRS tax exempt status
    Authorize the application of New York State Sales Tax
    Authorize the application to United States Postal Service for Third Class Bulk Mailing Rates
    Adopt any DBA ("doing business as") names and company logos, if necessary
    Authorize a corporate bank account
    Authorize the payment of organizing expenses and filing fees
    Authorize the establishment of a ledger and appropriate corporate records
    Adopt a fiscal year for the corporation, and
    Authorize a mileage reimbursement rate at the current year IRS rates

• 
  

Section 2 - Creating Resolutions/Minutes

Creating New Documents

To create a new resolution or meeting minutes, click the "Add New" button at the bottom of the Resolution/Minutes list.  On the Add New screen, click the type of document you wish to create(resolution, notice of waiver of meeting or meeting minutes. Additionally, you should indicate if this is an annual meeting or an organizational (first-time)meeting.

Creating a Waiver of Notice

If you wish to waive the requirement that directors and/or shareholders be notified of thetime and place of an annual meeting, you can simply create a Waiver of Notice and have all directors/shareholders sign. To create a Waiver of Notice, selectthe appropriate option and choose the meeting type (annual, quarterly or organizational).

Creating a Resolution

To create a new resolution, select the corporate resolution option and pick on of thetemplates from the dropdown box. The Data Entry & Review screen will appear, with most of the fields pre-filled with your data. Edit any entriesthat you wish to change. Every field must be completed, since the data will be inserted into your Resolution template.

 

NOTE:  Data will display exactly as you enter it. In most cases, the formatting must match the text of the document. For instance, to enter dollar amounts you must not use the dollar sign ($), since this will be present in the template. If you have any doubt, simply click the"Next" button and review the display. Then close (but don't save) the Resolution Preview screen and you will have another opportunity to make changes and re-create the document. Often it is easier to determine what data needs to be entered when you view it within the context of the entire document.

Once the resolution is created, you may edit the data directly in the Preview screen:

 

Creating Minutes

The primary purpose of the software is to create minutes, ensuring that the corporateentity is in full legal compliance and will not be dissolved in a legal challenge.

Officer Compensation

You can edit the compensation for your corporate officers directly in the “Add Minutes”screen by clicking the “Set Now” button (or you can do it in the Company Details section).

 

Section 3 - Managing & Printing Reports

NOTE:  Printing, exporting and editing of documents is restricted in the TRIAL version. When you purchase the license key, your software will become“unlocked” and you will be able to access all the functions below:

Editing Existing Documents

To edit an existing report, simply double-click on it in the main report list (or use the"View/Edit" button). Note that all reports are listed in chorographical order, with the most recent listed first. You can change the order at any time by clicking on the list headings at the top.

Printing Documents

All documents can be printed while the Preview screen is open.  Note that what you see on the screen is howthe document will print. In some cases, you must manually edit documents to create smooth flowing page breaks.

Exporting Documents to PDF or MS Word

All documents can be exported while the Preview screen is open. Export formats include Adobe PDF (viewable on nearly every computer, including Apple/Macs), Microsoft Word (all versions) and universal rich text format (RTF).  A “Save Dialog” screen will appear and you will need to give your report a unique name, as the default name is simply the report title.

Section 4 - Customizing Templates

Customizing Your Templates

Occasionally, you may wish to change the standard text that appears in a resolution template.This can be done easily, as described below:

Click the “Customize Templates” button at the bottom of the main screen. Select the template you wish to edit or click “Add New” to create a blank template. Make changes onscreen as you wish them to appear in the software. Be careful about deleting/editing the data tags (which are enclosed in double brackets).

You can insert new Template Fields by clicking the “Insert Field” button at top.

Some, but not all, fields will auto-fill when you generate a resolution. Others will prompt you to enter the appropriate data.

Hints for Field Creation

·        Fields should ask for just numeric data (enter the dollar sign as part of the report text)

·        Make your field names very descriptive or include example information

·        Try to stick to a consistent naming format so you don’t end up duplicate fields

·        Do not try to edit the templates outside the built-in editor (formatting issues may occur)

Standard Fields that Auto-Fill

The fields listed below (which would appear in double-brackets like this: [[Meeting Date]]are auto-completed by the software, but only if you have entered all appropriate data for the corporation. Fields that require date and times willuse the current system date/time. 

Date Of Meeting		Corporate Attorney
Date Paid		Corporate Lawyer
Date Cutoff for Shareholders		Street Address
Time Of Meeting		City
Meeting Time		State
Meeting Date		Address, City, State
Meeting Type		Meeting Of
Meeting Type UPPERCASE		Meeting Of UPPERCASE
Date of Secretary Signing		Name of Corporate Secretary
Corporation Name		Secretary
Legal Name		Corporate Secretary
State of Incorporation		Corporate President
Date of Incorporation		President
Tax ID Number (TIN)		Corporate Vice-President
Bank Name		Vice-President
Lender		Corporate Treasurer
Lender Name		Treasurer
Accountant Firm		Fiscal Year START Month/Day
Attorney Firm		Fiscal Year END Month/Day
Attorney