Sharing legal documents for corporate law is a constant pain point for lawyers, law clerks and law firms. Client satisfaction is paramount, and when clients come calling they expect immediate answers and responses. As every corporate legal professional will attest, perhaps one of the most frequent corporate law client calls is simply to inquire about some minute book information.

Here are just some of the questions a corporate law clerk or lawyer can expect to hear from clients in any given day:

• Where is my minute book?
• Who are the directors of my company?
• How do I tell who the shareholders of my company are?
• Can you confirm what a quorum is for my company?
• Can you send me my minute book?

And if you're working on annual compliance or in the middle of a transaction, you're all but certain to get the same or an additional set of questions from counsel representing the other parties to a transaction or the accountant or the auditing corporation of your client.

So, how do you share a minute book with a client?

Sharing a minute book

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The most common way to share a minute book is by courier. Here are the usual steps:

• Find the minute book binder Most law firms store minute book binders in stacks or in a minute book room and use a library system to keep track of individual binders. Don't forget, minute books might span more than one binder (numerous volumes), so if you have to share the entire book with another party make sure you retrieve all volumes. Often times the minute book you are looking for may be "signed out" by another colleague. If that is the case, send an email to your colleague and ask them when they will be finished with the minute book so it can be sent out as needed. No library system is perfect, and from time to time human error will mean a book has been taken from the library but not properly signed out. If this happens, you'll need to send a mass email to all of the clerks in your corporate law department to ask who has the book. If you do not receive a response in a reasonable amount of time you should consider sending a follow up email to include other individuals like lawyers and paralegals in your firm as well.
• Now that you have the book it's time to prepare it for the courier. Out of an abundance of caution, you should always make a copy of a minute book before sending it out for a transaction, to a client or to an accountant. Losing a minute book can be very costly to replace, so it's best to have a proper backup. It shouldn't take more than 20-30 minutes for you to scan or photocopy a minute book volume. Just remember to bring your staple remover to the copy machine!
• Once the minute book has been picked up by the courier you will want to make sure you collect and save the receipt and log it as a disbursement on the file for the client. A typical courier fee for a minute book should be between $25-$60, depending where you are sending it and which courier service you use and the quality of service you select.
• If you chose the "signature required" option, you should be notified in 1-2 business days once the recipient has received the minute book. If you did not request a signature on receipt then be sure to call or email the recipient within a couple of business days to ensure they received the minute book binder. A best practice is to diarize this follow up in your calendar so you don't forget to call.

Another way to share a minute book other than by courier is to send it by email. To send a minute book by email, simply follow these steps (note, we are assuming you have already located the minute book using the first step above):

• Once you have your minute book in hand, bring it over to the copier or use your desktop scanner to scan the minute book. Here you will want to decide on the quality of the scan and whether to use Optical Character Recognition so that the minute book will be searchable. It's important to consider these options as they will both increase the file size of the minute book, making it more difficult to email. In any case, be sure not to use a scanning resolution less than 72ppi. We recommend at least 150ppi or 300ppi.
• Now that you have your scanned minute book, check the file size to make sure you will be able to send it by email. If it is a particularly large minute book or one that spans multiple volumes then the file size is likely to be very large. To find the file size on a Mac, select the file in the Finder and select File > Get Info and on Windows, select the file, right click and choose Properties. From there, you'll be able to find the size of the file.


If the file is too large, you will not be able to send it by email.



Currently, the maximum file size for gmail for example, is 25mb. If your minute book file is larger than 25mb then you will not be able to attach it directly to an email as an attachment

What do I do if I can't send my minute book by email because the file size is too large?

If the file size of your scanned minute book document is too large to send by email then you will need to either rescan it at a lower resolution (for example, less than 150ppi), which will decrease the quality and legibility of the scan, or you can use professional software like Adobe Acrobat to open and compress the file using software. Based on the various settings and options available, you should be able to compress your document to make it small enough to send by email. Compressing a PDF minute book is not always precise, so you may need to try this option a few times until you find the right balance between quality and a size acceptable for emailing.

Okay, you've got the file size down to under 25mb, you're all set to share your minute book by email, right? Not so fast! Sharing a minute book by email can pose a major security risk to confidential client data. Before sending any confidential client data by email, you'll want to confirm with your firm or organization about any rules regarding sharing confidential client data. You'll also want to make sure you have informed consent of your clients to share this type of information by email. Informed consent means that the client has not only approved the use of email for sending documents, but that they have also been informed of the potential risks.

Some firms will require that any PDF documents be password protected before being emailed anywhere externally. Although these are very good intentions, password protected PDFs are notoriously easy to crack and they do not actually provide any meaningful data protection.



If you are still keen to password protect your PDF before emailing, then you will once again need to open up PDF software like Adobe Acrobat. To learn how to add a password to a PDF, even though it is not secure (see above), review the steps at this link.

If you are sending legal documents by email, it is also important to remember that once you've sent it by email, you are effectively giving up all control. Anybody can forward the email containing confidential information to other third parties and there will be no way for you to revoke access priviliges after it has been sent out.

How to securely share minute books (even large ones)?

Securely sharing minute books is not easy. As you can see from above, there are a number of concerns with sharing by courier or by email:

• Sending by courier is expensive, slow and risks losing a minute book
• Sending by email requires smaller file sizes
• Sharing by email is not secure as minute books can easily be forwarded to third parties
• PDF passwords are notoriously unsecure and easily breakable
• You cannot add an expiry link to sharing a PDF by email
• Every time you update the minute book you need to reshare it

Using a software platform to share minute books with clients, other lawyers and accountants can remove all of the risks and problems of sharing minute books by courier or email.

Here are the benefits of sharing a minute book using a proper entity management platform:

• No additional fee or charges for sharing
• No limits on file sizes. Even really large files can be shared instantly
• Sharing with a secure entity management platform reduces legal document security risks
• Minute books are secured by industry leading privacy, security and encryption protections that simple PDF passwords are not
• Using a legal entity management platform can allow automatic expiry links for shared minute books, removing access at a preset date
• Your shared minute book is always up to date and does not need to constantly be sent out time and time again

Cloud minute book sharing vs. virtual minute book sharing

If you've decided that your preferred way to share your corporate minute books is by using a secure cloud entity management platform, make sure to thoroughly investigate any platform before using it. Of course, cloud platform security is the first criteria you should be looking at, you should also make sure to investigate whether the platform you are selecting is truly hosted in a secure cloud, or if it is simply creating virtual clouds that still require a Virtual Private Network to be setup. VPN cloud access not the same as true cloud access and might require additional complicated configuration, IT support staff, ongoing maintenance, downloading of specific installed software and has various potential security risks. If you've chosen a cloud option, be sure to check whether it is a true cloud option or a VPN masquerading as "cloud."

Setting an expiry date for a shared minute book

Once you've chosen who to share your minute book with, be sure to decide if you want to set an expiry link to automatically remove the shared minute book from being seen after the selected date. Expiry links on shared minute books are perfect for corporate transactions with other counsel, sending minute books to investors or banks and even sharing with shareholders temporarily.



What to do when you receive a shared minute book?

So, now that your minute book is shared on a secure entity management platform you'll be able to access your minute book and corporate record data from anywhere in the world. To view a shared minute book, simply click the shared link in your email inbox to securely access your information. With any good cloud entity management platform, your shared minute book will always be up to date with new changes even after the minute book link has been shared with you.

Now, you'll save time and money, never having to call your lawyer again for answers to simple questions like:

• Can I see my corporate ledgers and registers?
• Who are my shareholders
• Who are the directors?
• When is my fiscal year-end?
• Can you send my minute book to our corporate accountant?
• Can you send a copy of my minute book to my investors?
• Can you send a copy of my minute book to another lawyer to review before a transaction?

What's next?

With a modern cloud entity management platform sharing minute books online is easy and secure. Compared to sending a minute book by courier or by email it is much faster, more secure and far less expensive. This should mean happier clients, too! So, in summary, to share a minute book with clients you have three options: 1) by courier; 2) by email; or 3) in a secure legal entity platform. Sharing minute books in a secure platform is the best solution and has extra benefits like granular control of what is shared, expiry links for temporary sharing and continuous updates so you never need to share a minute book more than once.