Also known as: book and records · corporate records · business records
Written by attorneys · grounded in primary & secondary sources — see below
2 senses
A set of financial accounts and supporting documentation that accurately and fairly reflect a business entity's transactions and asset dispositions. These records must be maintained in reasonable detail to support regulatory compliance and internal controls.
A set of financial accounts and supporting documentation that accurately and fairly reflect a business entity's transactions and asset dispositions. These records must be maintained in reasonable detail to support regulatory compliance and internal controls.
Railroad employees prepared an internal report about a derailment under a standing company practice. The report was created primarily to assist anticipated litigation rather than to document ordinary rail operations. A court refused to admit the document under the business records exception because its dominant purpose was litigation preparation.
The minutes, written consents, waivers, and other documents that a corporation or partnership maintains to document its governance actions and operations. These records are filed with the entity and serve as evidence of formal decisions and compliance with statutory procedures.
Stephanie and the voting trustee signed a written consent approving a new lobbying contract for Dusk Logic and delivered the document to the corporation. The consent described the action taken and bore the date of each signature. Because the document was placed with the minutes, the shareholder action became effective without a meeting.
The minutes, written consents, waivers, and other documents that a corporation or partnership maintains to document its governance actions and operations. These records are filed with the entity and serve as evidence of formal decisions and compliance with statutory procedures.
Each sense below has its own examples, sources, and questions.
A document is inadmissible under the business records exception when its primary purpose is anticipation of litigation rather than the regular conduct of the enterprise.
Vivienne formed Apex Advisory LLC with minimal capital and deposited client funds into a personal account used for mortgage payments. Apex maintained no separate minutes or membership records and held no meetings. A court applying the totality test treated the absence of organizational records as evidence that the LLC was a mere facade for Vivienne's personal operations.
Brookside Pharmaceuticals operated as a partnership and stored its financial ledgers and meeting notes at its principal office. When a partner requested inspection, the records were immediately available during regular business hours. The partnership satisfied its statutory duty by maintaining the books and records at that single location.
Brittany Bell signed a written waiver of notice for an upcoming shareholders meeting and delivered the document to Benson Motors. The waiver was placed with the corporate minutes. Because the signed writing reached the corporation's records, Bell could not later object to lack of notice.
Roland signed a written waiver of notice for a special board meeting and delivered it to Sigma Museum before the meeting date. The waiver was filed with the corporate records. Because the signed document reached the minutes, Roland could not later challenge the meeting on notice grounds.
Shareholder action may be taken without a meeting if evidenced by written consents signed by all shareholders entitled to vote and delivered to the corporation for filing with the minutes or corporate records.
A court applies a totality-of-the-circumstances test that includes inadequate capitalization, failure to observe formalities, insolvency, siphoning of funds, and absence of corporate records.
A partnership must keep its books and records, if any, at its principal office.
A shareholder may waive notice by a signed writing delivered to the corporation for filing with the minutes or corporate records.
A director may waive notice by a signed writing delivered to the corporation for filing with the minutes or corporate records.
…and Chicago Rivet entered into an agreement whereby both tender offers were withdrawn and MITE was given 30 days to examine the books and records of Chicago Rivet. Under the agreement MITE was either to make a tender offer of $31 per share before March 12, 1979, which Chicago Rivet agreed not to oppose, or decide not to acquire…