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Is a Corporate Secretary Really Important?

As a corporate attorney, one of the most common errors I see is failure to implement even basic corporate governance practices. This can lead to astoundingly bad places in certain circumstances. But even when it doesn’t, it is often costly to reconstruct past corporate actions. And that cost can be defrayed relatively easily. One way to do that is by having – and using – a corporate secretary.

Startups and entrepreneurs may not be familiar with corporate secretaries or what they do. So let’s take a closer look.

A corporate secretary is different from an administrative assistant, receptionist, or similar positions. They are corporate officers like CEOs or treasurers. In California, corporations must have a secretary and LLCs or other entity types generally can have one. Here’s what a corporate secretary does:

Keeps a book of minutes of stockholder and director meetings. This is a key aspect of corporate governance as minutes are a record of what was said and decided in meetings. As I’m sure our litigators will agree, one of the key problems in partnership disputes is a failure to document corporate actions. Good minute-keeping will explain corporate decision making and is the cornerstone of corporate governance.

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