Does a sub-chapter "S" corporation need a minutes book, and if so, can annual meeting minutes be kept in any binder?

Question

Hammond, IN asked on July 31, 2012 in Business Law for Indiana

Michael Ray Smith · Answer

Any Indiana business corporation -- whether it is taxed as an S-corporation or a C-corporation -- is required to keep certain records specified by Indiana Code 23-1-52-1, including, among other things, minutes of all shareholder meetings and meetings of the board of directors. Those records must be maintained permanently, with at least the last three years of them kept at the corporation's principal office. Unless the corporation's articles or bylaws impose more specific requirements, they are not required to be kept in any particular form. In fact, they don't even have to be kept in a written form if they can be converted into a written form in a reasonable amount of time. In other words, records maintained in most common electronic forms -- such as on a computer's hard disk -- are fine. NOTE, however, that not all businesses taxed as S-corporations are actually corporations. Limited liabilty companies (LLCs) can also be taxed as S-corporations, and the recordkeeping requirements for LLCs, at least in Indiana, are considerably less stringent. Those requirements are listed in Indiana Code 23-18-4-5, and they do NOT include minutes of meetings. Again, the articles or operating agreement might create more stringent requirements -- and good business practice might also dictate maintaining minutes of member meetings, etc. -- but there's no statutory requirement for them.

Q: Does a sub-chapter "S" corporation need a minutes book, and if so, can annual meeting minutes be kept in any binder?