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What entity is actually allowed to view Corporate Minutes upon request?
My company is incorporated in West Virginia as a Subchapter S. 15 employees including myself and office manager. We have one shareholder ( me ) One Officer ( again, me ) one director; (my wife, who is also an attorney, but not my attorney).
I received a letter from our Unemployment Comp. service ( which is a public/private operation which is really confusing but do a fine job ) stating that they wanted to review a litany of documents relating to "...2008 and possibly 2007". I grasp the payroll, checkbook, timesheet and other parts of the request, since under the table wages while someone is collecting unemployment is not all that uncommon. And I don't mind the audit, either. However, I was amused about this audit since we had no layoffs in either year, hence no under the table stuff, and they should know that. We've got the same employees year after year. I understand that random audits just happen, but don't you think they'd check? Anyway, they also requested to view our Corporate minutes. I have no problem with that if they're entitled to do so, but are they actually entitled to just request to read our minutes and view them? Although there isn't, there could be some proprietary stuff in there. Our Secretary of State's website offers no assistance in this regard. Heck, I've never even had the IRS ask to see them. My lovely wife/attorney said, "give them whatever they want, you have nothing to hide", and in fact, I don't. I am only curious and will probably let them look at them, regardless. Opinions would be appreciated. I'm also trying to figure out how "I possibly mislaid all of my 2007 records". I know better than to make the bureaucracy angry, but this just seems like too much fun to pass up totally.
2 Answers
- 1 decade agoFavorite Answer
If the unemployment comp. service is partially a branch of the government and they have the right to enforce actions against employers, then they have the right to the minutes to the same extent that any government entity with investigatory rights has it. That is, you could choose not to provide it, but chances are then that they could go seek a legal action to compel you to produce them. Minutes are discoverable in trial and under regulatory proceedings.
Not that its necessary for small S corps but in the future if you want to try and have minutes and also notes that are not discoverable, you might want to have your wife as attorney (not as secretary) keep a separate set of notes with her legal analysis and that would be attorney-client privileged as long as it was not shared with 3rd parties.
Source(s): I have experience in board and in litigation/regulatory proceedings (though not in west virginia and not unemployment!) - Anonymous5 years ago
No I didn't get this e mail and it is surly a primitive way from an amateur Hacker to have your password. Be aware that yahoo (as an E mail provider) is committed by law to keep and save all the users data (whatever it is correct or not ) and back it up. From another hand every time we log in yahoo, we send ( through the log form ) to yahoo data base our PW and e mail address which captured and compared with the data which yahoo has and under his control. If for whatever reason yahoo has lost this data (your e mail and password), you will not be able to log in P&S and post this question :-) Be save