In addition to the two major "constitutional" documents (the articles of incorporation and the bylaws), corporations are required to keep copies of a number of other records relating to the the organization, finances, and ownership of the business.
State record-keeping requirements vary. You can find links to your State's specific record-keeping requirements in the State Law: Forming a Corporation section of this Guide. However, as a matter of best practices you should keep copies of at least the following documents in the corporation's principal office (where it is operating on a day-to-day basis) and on file with the corporation's registered agent (this latter step is applicable only if the corporation is incorporated in a state other than the state in which it does business):
- the articles of incorporation and any amendments;
- the corporation's bylaws and any older versions used in the three most recent years;
- a shareholders' agreement or close corporation agreement, if one exists;
- minutes from shareholders' meetings for the three most recent years;
- records of all actions taken by shareholders without a meeting for the three most recent years;
- minutes from board of directors meetings for the three most recent years;
- a list of the full names of all shareholders and their respective ownership interests;
- a stock transfer ledger;
- a list of the full names and last known addresses of all past and present directors;
- a list of the full names and last known addresses of all past and present officers;
- financial records, including federal, state, and local tax returns and reports, for the three most recent years;
- all communications made to shareholders over the three most recent years;
- annual or biennial reports or statements of information filed with the State for the three most recent years;
- resolutions adopted by the board of directors in the three most recent years with respect to one or more classes or series of shares and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding;
- resolutions adopted by the board of directors creating one or more classes or series of shares; and
- any other documents filed with the State.
These requirements are in addition to those required for all small businesses for tax purposes. For more on the tax obligations of small businesses, see the Tax Obligations of Small Businesses section and the IRS's informational guide, Publication 583 (1/2007), Starting a Business and Keeping Records.