Michael J. Lucas & Associates, LLC assists businesses with documenting decisions in a way that is useful, accurate, and proportionate to the importance of the action.
What Are Minutes?
Minutes are a written record of a meeting. They generally identify who participated, the matters considered, and the actions taken. Good minutes are not a transcript. They should record the corporate action without creating unnecessary commentary that obscures the decision.
What Is a Resolution?
A resolution is a formal statement of action or approval. Resolutions can be adopted at a meeting or, where permitted, through written consent.
They are commonly used for officer appointments, banking authority, significant contracts, asset transactions, borrowing, ownership matters, distributions, leases, litigation decisions, and other important company actions.
Corporations and LLCs Are Different
A corporation may require action by directors or shareholders depending on the matter and its bylaws. An LLC's approval process may instead be governed by its operating agreement and whether it is member managed or manager managed.
Using the correct approving body matters. A beautifully drafted resolution does not solve the problem if the wrong person approved the transaction.
Why Records Matter Later
Minutes and resolutions often receive little attention until a bank, buyer, auditor, investor, court, or opposing owner asks for proof that an action was authorized.
Consistent records can make due diligence and internal review easier. They can also help reduce factual disputes about what was decided.
Correcting Missing Records
A business that has not maintained perfect records should not fabricate historical minutes. The better approach is to determine what actually occurred and document current ratification or corrective action where lawful and appropriate.
If your corporation or LLC needs help preparing minutes, written consents, resolutions, or a more organized corporate record book, Michael and his team can help document important decisions in a manner consistent with the entity's governing documents.
Areas We Serve
Michael J. Lucas & Associates, LLC assists clients throughout Boone County, Cook County, DuPage County, Kane County, Lake County, McHenry County, and Will County.
Our office serves clients throughout Northern Illinois, including Addison, Algonquin, Antioch, Arlington Heights, Aurora, Barrington, Bartlett, Batavia, Belvidere, Bloomingdale, Bolingbrook, Buffalo Grove, Carpentersville, Cary, Chicago, Crystal Lake, Deerfield, Des Plaines, Downers Grove, Elgin, Elk Grove Village, Elmhurst, Evanston, Fox Lake, Fox River Grove, Frankfort, Geneva, Glen Ellyn, Glenview, Grayslake, Gurnee, Hanover Park, Hampshire, Harvard, Highland Park, Hoffman Estates, Huntley, Joliet, Lake Barrington, Lake Forest, Lake in the Hills, Lake Zurich, Libertyville, Lincolnshire, Lisle, Lockport, Lombard, Marengo, McHenry, Mokena, Mount Prospect, Mundelein, Naperville, New Lenox, Northbrook, Palatine, Park Ridge, Plainfield, Poplar Grove, Prospect Heights, Rolling Meadows, Romeoville, Roselle, Schaumburg, Shorewood, South Elgin, St. Charles, Streamwood, Sugar Grove, Vernon Hills, Waukegan, West Chicago, Wheaton, Wheeling, Wilmette, Winfield, Wood Dale, Woodridge, and Woodstock.