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Ask the Lawyer: December 2011

We do minutes and have an annual meeting? Do I need to keep all this information and where should I keep it?

A professional corporation must always conduct itself as a corporation. This means following the corporate bylaws' instructions for annual meetings. Bylaws are the legal document used to govern a corporation. Bylaws are drafted when the corporation is established and state the number of officers and directors, how often the corporation will have meetings, and what happens if a shareholder dies or becomes disabled. Bylaws also contain information about selling shares of the corporation.

The counterpart to a professional corporation's bylaws is the operating agreement for a professional limited liability company. The operating agreement also contains information about members and management of the PLLC, and it will contain additional information, similar to a corporation's bylaws, about buying into the PLLC or selling a portion of the PLLC.

All meetings should be documented in the minutes which should be kept in the corporate book of the professional corporation or professional limited liability company. If you do not have a corporate book, make sure all minutes are kept together. If there is ever an audit, sale of practice, or company-related litigation, these minutes will have to be produced.

This article is for informational purposes only and not for the purpose of providing legal advice. You should contact your attorney to obtain advice with respect to any particular issue or problem. The information contained in this article does not create an attorney-client relationship between Karen McKeithen Schaede Attorney at Law, PLLC and the reader.

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