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For legal teams, corporate secretaries and compliance officers, managing corporate records is more than a routine task. It’s the foundation of compliance, audits, successful mergers, acquisitions and business combinations. 

Missing or inaccurate documents can result in serious consequences, so it’s crucial to have an efficient system in place. For example, by missing a deadline on a patent maintenance fee, Novo Nordisk lost its patent on Ozempic, leading to potential revenue losses in the billions.

In this article, we break down why corporate record management is so important and the tools you can use to help make it easy.

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Get expert tips and updates on moving corporate records online. Streamline compliance and reduce paperwork in a digital-first world.

What Are Corporate Records — and Why They’re Crucial for Compliance and Audits

Corporate records are official documentation that proves a company exists and is operating legally. They also demonstrate compliance with internal and external regulations.

For instance, one of the first corporate records a company will create is the articles of incorporation or certificate of incorporation. Other types of records include minute books, shareholder registers, business ledgers, tax returns and a whole lot more.

Besides being a legal requirement, corporate records are essential for audits and all annual compliance reporting.

In addition, they help maintain a clear division between the business and personal assets. Without proper documentation, that protection can fail, putting personal assets at risk during audits or lawsuits.

Well-organized records also boost a company’s value during mergers and acquisitions by providing clear evidence of its worth.

How Long Do You Need to Keep Corporate Records? (And Why Centralization Matters)

Record retention timelines vary by jurisdiction, however, a general rule of thumb is to maintain the corporate records for at least six to seven years after dissolution.

In certain jurisdictions, certain documents, such as the articles of incorporation, must be permanently retained. Other types of documents, like I-9 forms, timesheets and marketing materials, tend to have a shorter retention period.

The main challenge for businesses isn’t retention but consistent organization.

A centralized platform like MinuteBox can be a valuable asset in this case. 

Instead of relying on spreadsheets, filing cabinets and shared drives, MinuteBox stores all documents in a secure, cloud-based hub tailored to jurisdictional and retention schedules.

This drastically reduces the risk of human error and regulatory non-compliance while also preventing document loss and inconsistent file formats and naming conventions.

Who Owns Corporate Records Management Responsibility in Your Organization?

Corporate records typically fall under the responsibility of:

• Corporate clerks and secretaries
• Paralegals
• General Counsel

However, these roles don’t operate in a vacuum. Many other stakeholders rely on and need to access corporate records regularly. For example:

• Corporate lawyers working on M&A deals
• Real estate lawyers working on conveyancing deals
• Accounting departments that rely on corporate data for billing purposes
• IP lawyers who reference corporate information when filing or renewing patents and trademarks
• Municipal and regulatory lawyers during licensing applications
• Estate lawyers working on estate planning matters that involve the ownership of corporations
• Even the mailroom staff may require access for mail forwarding

And when we look in-house, many departments, such as finance and tax teams, as well as corporate development, also need access.

Without a centralized system, tracking who has access to what and when becomes very hard. This is where information can get scattered and the risks of duplicated records, errors and documentation gaps increase.

Examples of Corporate Records You Should Always Keep Organized

The stored records extend well beyond corporate incorporation and organizational documents. Examples of what you should be keeping include:

• Ownership and capital records, including shareholder ledgers and share certificates
• Meeting minutes and corporate resolutions
• Director registers, company by-laws and resolutions
• Financial and tax records, including annual statements, bank statements and payment records
• All contracts and agreements, including employee contracts and NDAs
• Intellectual property and asset records
• Compliance and regulatory documents
• Payroll and personnel records

The importance of keeping all corporate legal records in a centralized entity management system cannot be underestimated. 

Need to confirm the current director or officer for a business license renewal, or the registered address for a vendor contract? 

MinuteBox cross-links these records for better visibility and context. Instead of searching through folders or asking multiple departments for the information, everything is accessible and logically connected in one place.

The Hidden Risks of Poor Corporate Records Management

Besides creating operational inefficiencies, poor corporate record management can have more severe consequences.

Risks include missed filings and the subsequent penalties for skipping the deadlines. Any M&A deals could be drastically delayed if records are missing or incomplete, while the business could face regulatory fines for holding inaccurate and outdated information.

Corporate records are also fundamental for maintaining transparency around Ultimate Beneficial Ownership. If this doesn’t happen, there will be hefty fines, legal liabilities and significant reputational damage on the horizon.

For instance, in the U.S., the Corporate Transparency Act (CTA) imposes fines of up to $591 per day for failing to report UBO information, with criminal penalties up to $10,000 or two years in prison. In Canada, British Columbia’s Business Corporations Act (BCBCA) requires companies to disclose UBO data, with non-compliance fines of up to $50,000 for corporations.

Without an entity management system, it’s easy for these obligations to slip through the cracks, leading to serious consequences.

Why Centralized Digital Records Are Now Essential (Not Optional)

All businesses are tightly regulated and paper binders and scattered systems are no longer sufficient to support the complexity of the corporate structure.

A digital-first approach isn’t just “nice to have,” it’s essential for keeping up with modern requirements.

Plus, it will help you future-proof your records for expanding legal entities, when regulations evolve and your business scales.

MinuteBox’s cloud-based platform is a solution for real-time visibility and audit-readiness.

By storing corporate records in a centralized system, you can be assured that information is always accurate, up to date and accessible when needed.

What to Look for in a Corporate Records Management Solution

When evaluating a corporate records management solution, make sure it includes these must-have features:

• A centralized entity dashboard with real-time, custom views
• Automated compliance alerts
• Ownership and UBO tracking
• Granular access controls and user permissions
• Audit trail and change tracking
• Cross-linked entity views
• Dynamic reporting
• Cloud-based access

MinuteBox checks all these boxes, replacing manual or outdated methods with an efficient, automated solution that makes corporate record management effortless.

FAQ – Smarter Corporate Records Management for Compliance

What types of corporate records does MinuteBox help manage?

MinuteBox helps you manage a wide range of corporate records, including incorporation documents, director and shareholder registers, minute books, resolutions, share certificates, beneficial ownership data and more.

How does MinuteBox ensure corporate records stay compliant over time?

MinuteBox ensures corporate records stay compliant over time by using automated deadline reminders and keeping track of compliance requirements in one place. Compliance progress is monitored in real-time, keeping businesses better aligned with changing regulations.

Can MinuteBox help during audits or M&A due diligence?

Yes, MinuteBox can help during audits and M&A due diligence. It does this by offering a centralized place to store and maintain corporate records. All changes are tracked and added to the audit log for full transparency. 

Additionally, MinuteBox offers integrated data rooms, enabling secure and efficient sharing of sensitive documents with third parties, which is critical for both audits and deal processes.

MinuteBox also makes it easy to respond to document requests quickly, minimizing disruption risk and delay.

What happens if corporate records are missing or inaccurate?

Missing or inaccurate corporate records can trigger regulatory penalties and even legal action if the issue is severe. Additionally, missing and inaccurate records will delay deals and damage the business’s reputation.

MinuteBox helps mitigate this risk by centralizing and validating corporate records, ensuring accuracy and accessibility when needed.

How secure is MinuteBox’s cloud platform for storing sensitive corporate data?

MinuteBox uses enterprise-grade encryption and access controls for end-to-end security to protect sensitive data. The platform is SOC 2 Type II, ISO 27001, 27017 and 27018 audited and compliant, which ensures all corporate documents are kept safe.

The Corporate Transparency Act (CTA) was enacted on January 1, 2024. The authors of the CTA decreed a mandate that requires all qualifying business entities to submit beneficial ownership information (BOI) reports to the Department of Treasury’s Financial Crimes Enforcement Network (FinCEN).

Two months later, on March 1, 2024, a US District Judge in Alabama ruled on a case brought before the court by the National Small Business Association (NSBA), an organization representing over 65,000 small business entities across the United States. The judge ruled that the CTA is “unconstitutional” and that lawmakers overstepped their bounds.

What is the purpose of the Corporate Transparency Act?

The CTA is part of a broader government effort to crack down on white-collar crime. US federal agencies and financial institutions annually identify unlawful transferrences of capital through money laundering or corporate sponsorship of international terrorism — actions that, in the government’s opinion, undermine national security.

As a result, the CTA gives FinCEN greater authority and oversight of suspected culprits of these crimes. Qualifying business entities must provide detailed BOI reports to FinCEN, which will store those records in secure databases and use them to monitor suspicious financial activities.

What were the details of the Alabama case?

The NSBA challenged the legal authority of the CTA and took the government to court seeking a summary judgment. Federal District Judge Liles C. Burke in Alabama issued a 53-page opinion about the case, which a Forbes contributing writer dissects in detail.

At the heart of the lawsuit is the fact that legal entities in the United States register with individual states where they choose to operate. The incorporation of those entities is a matter for the states to decide, along with the ability to prosecute those businesses for suspected financial crimes.

The NSBA argued that the CTA gives the federal government’s national security and foreign affairs matters the right to interfere with how individual states regulate businesses. Additionally, they argued that limited liability corporations (LLCs) may engage in interstate commerce, but not all entities pursue these opportunities.

The CTA requires all entities — even those that never cross state jurisdictions — to abide by the federal government’s mandate. Judge Burke ruled these grounds warranted an unconstitutional ruling of the CTA, though the federal government launched an appeal to the Eleventh Circuit.

Who is a beneficial owner under the CTA?

Within the CTA is specific language that defines a beneficial owner. According to the CTA, a beneficial owner is anyone who — directly or indirectly — maintains a 25% ownership interest in a corporate entity. Additionally, a beneficial owner is anyone who — again, directly or indirectly — maintains substantial control over business operations through voting rights.

Shareholders who fit the profile of a beneficial owner must provide their personal information — name, address, and a government-issued identification number — to the entity management department. That data is then processed and submitted to FinCEN as a BOI report.

Are some entities exempt from BOI reporting requirements?

The CTA allows authorities to gather beneficial ownership information from thousands of legal entities. However, FinCEN has detailed 23 types of legal entities that are exempt from the BOI reporting requirements.

Most exemptions revolve around the financial sector in the form of banks, credit unions, venture capital firms, depository institutions, or money services businesses. Government authorities, public utilities, and securities exchanges are also exempt from reporting BOI data to FinCEN.

What does the Alabama case ruling mean for BOI reporting?

So, what does the NSBA case against the Treasury Department mean for the future of BOI reporting requirements? There are two key takeaways from the case.

Firstly, Judge Burke clearly stated in his ruling that the injunction against the CTA only applies to businesses enrolled in the NSBA before March 1, 2024. Businesses that are registered members of the NSBA have a temporary pause on compliance with the CTA while the case is under appeal at the Eleventh Circuit.

For most businesses, the ruling has no impact whatsoever. FinCEN requires BOI reports from entities registered on or after January 1, 2024, within 90 days of receiving their articles of incorporation. Any entities registered before January 1, 2024, have until January 1, 2025, to submit their BOI reports to FinCEN.

How to prepare your BOI reports for FinCEN

While many entities still have several months to submit their BOI reports to remain in compliance with the CTA, it’s best to start gathering that information now. It’s much more effective for your entity management team to have all the information they need well in advance of the deadline to avoid last-minute scrambles and gaps in required data.

Intuitive entity management software can assist your legal and compliance departments with these tasks. Platforms like MinuteBox include pre-built templates and guided widgets that help your teams build detailed reports. The technology saves valuable working time and makes the process of gathering, filing, and securing entity management data quick and painless.

Additionally, you can use the platform’s Corporate Transparency Register to comply with all obligations under the CTA. Here, you can build detailed shareholder ledgers and create a comprehensive list of all beneficial owners with significant controlling interest in the company.

Once the data is in the platform, you can easily create detailed minute book records of all beneficial owners. Since the information is stored in your platform, filing and submitting the BOI reports to FinCEN is a breeze.

Prepare your legal entity for the next step of beneficial ownership reporting. Join the MinuteBox revolution today, and stay ahead of the game while maintaining compliance.

Influencing change in law firms can be a challenging task, particularly when it comes to the adoption of new technology. In this blog post, we will explore the role of paraprofessionals and legal professionals in driving change and ensuring successful adoption of new technology. Key points include training, the “train the trainer” approach, and involving key stakeholders in the decision-making process.

• Training is key to successful adoption of new technology
• “Train the trainer” approach involves key people within the firm learning new technology and training others
• Involving key stakeholders, such as partners, in the decision-making process can ensure support for new technology

Influencing change in a law firm can be a challenging task, particularly when it comes to the adoption of new technology. However, the role of paraprofessionals and legal professionals in driving change and ensuring successful adoption of new technology is crucial.

One strategy for influencing change is training. As Karen Anderson, Corporate Services Manager at Blakes, Cassels & Graydon LLP, explains, “the process of getting there was democratic and it mainly involved paralegals from all of our offices because the firm had an understanding that these are the folks that are using this technology going forward.”

Watch the full interview, Influencing Change in Law Firms: The Role of Paraprofessionals and Legal Professionals

Another strategy is the “train the trainer” approach, where key people within the firm learn new technology and train others. Karen explains, “key people in our firm that are learning a lot of the stuff and then training other people within the group. And it really just keeps evolving, but the driver is the paralegal use it, and lawyers can enjoy read-only access to all of these records. As can the clients.”

It is also important to involve key stakeholders, such as partners in the decision-making process. As Karen Tuschak, former National Director at Dentons and now onwner at Spider Silk Solutions, explains, “One of the things that we did at Dentons was the paralegals were definitely the drivers of the new technology and what we wanted. But we did have a partner committee as well, just so there was support at that upper level.” By involving key stakeholders in the decision-making process, it ensures that they are aware of the benefits of new technology and can support its adoption.

Involving paraprofessionals in the process of change is also a great way of getting buy-in and support from the legal team, as they are the ones that will be using the technology on a daily basis. Furthermore, having them involved in the training and the decision making process, they can be the drivers of the new technology and they can provide insight and feedback to the vendor to improve the product and make it more useful for the legal team.

In conclusion, training, the “train the trainer” approach, and involving key stakeholders in the decision-making process are crucial for influencing change and ensuring successful adoption of new technology in law firms. By involving paraprofessionals in the process, legal teams can benefit from the adoption of new technology and can provide feedback to vendors to improve the product.