At the beginning of the year each year, we as small business owners start to refresh our check-lists and revise the To-Dos.

We start cleaning up our processes, getting rid of what’s not working, cutting back on what’s sucking up too much of our time, review who we can start delegating more tasks to, and take a step back to look into the business tasks that don’t exactly move the bottom line forward, but are still important for us to keep the lights on. Enter the inevitable annual minutes question – do I? Don’t I?

The short answer here is no. You almost never need to file your annual minutes with the State. But there’s an important “don’t ignore this” nuance.

What annual minutes are (and aren’t)

Annual minutes are internal corporate records. They document things like:

Major business decisions
Election of directors/officers
Approval of actions taken during the year

They are not a state filing. So:

States do not ask for minutes
You don’t upload them with an annual report
There’s no routine place to “submit” them

Then why do people say you need them? (Including us, Venture Vault!)

Because even though you don’t file them, you’re often required to keep them. Depending on your entity type:

Corporations: Minutes are strongly expected (and often legally required to maintain)
LLCs: Minutes are not usually required, but written consents or resolutions are still best practice

Why this actually matters

Minutes exist for asset & liability protection, not bureaucracy. They help prove:

The business is separate from you personally
You’re following formalities
Decisions were properly authorized

That matters if you ever face:

A lawsuit
An audit
A dispute between owners
A bank, investor, or buyer doing diligence

This is one of the things courts look at when deciding whether to pierce the corporate veil.

Here’s the practical, realistic version of this article that we know you’ve been skimming to get to:

You don’t need:

Fancy templates
Lengthy novels
A lawyer doing this every year

You do need:

A dated annual record
Signed by the owner(s) or director(s)
Storing it with your business records

For single-member LLCs, this can be as simple as: “In lieu of an annual meeting, the sole member approves the actions taken during the year.”

What’s the bottom line?

“Annual Minutes” are not required to file with the state. However,
They are incredibly important to keep internally,
Especially if you’re a corporation.

Do I have to file annual minutes with the state?