Why Board Minutes Matter and How General Counsel Can Help

When a company is focused on its day-to-day activities, it’s easy to overlook formalities. Companies have to make decisions and take actions, so the paperwork gets left for later (if it gets done at all). However, when a lender, buyer, or regulator asks for board minutes to back up major decisions, gaps in the record can create unnecessary problems. That’s where clear board minutes and the right legal support make a difference.

Keeping Up with Your Bylaws

Every company should have bylaws (or an operating agreement, for LLCs) that outline how board meetings are run. These documents typically specify how often the board must meet, who must be present, and how decisions are approved. Some states set minimum standards for corporate governance, but in most cases, the company’s governing documents matter most.

Despite these rules, many boards meet less frequently than they should or take action outside of meetings without following the proper procedures. That might not seem like a problem at the time, but it can become a red flag during due diligence or compliance reviews.

Why Minutes Matter

Board minutes aren’t just a formality. They’re legal records of what the board decides. They document key approvals like officer appointments, issuing equity, or significant financial decisions. Without them, proving that decisions were authorized properly becomes difficult.

Lenders, investors and buyers interested in a business become wary when you don’t present properly documented board minutes during a loan application, investment round or M&A process. They expect to see well-maintained minutes that support past decisions. If those records are missing, a company often scrambles to recreate minutes retroactively, which can raise questions about accuracy, transparency, and overall governance.

How General Counsel Adds Value

General counsel ensures board minutes are accurate, timely, and aligned with the company’s governing documents. They attend board meetings, draft and review minutes, and make sure important decisions are recorded clearly. This helps reduce risk and shows potential partners or investors that the company runs in a professional, accountable way.

A general counsel can also flag issues early, helping boards avoid decisions that may conflict with bylaws or regulatory requirements. That kind of proactive support can make a real difference when the company is under pressure or facing a transaction.

Don’t Wait Until There’s a Problem

Too often, companies try to clean up their board minutes after something goes wrong or could jeopardize a deal. That usually means late nights, rushed meetings, and backdated documents that don’t inspire much confidence.

A better approach is to keep your records current with help from someone who understands the legal and business side. Regular board meetings, proper documentation, and clear records help protect a company long before issues arise.

At Temple Law, PLLC, we help businesses avoid these issues by offering general counsel services that fit seamlessly into their workflows. If you want support that’s practical, efficient, and aligned with your company's operations, reach out to our team today.