Selling Your Business - Are All Minutes Up to Date?

Selling Your Business – Are All Minutes Up to Date?

This is a serious question and the answer is very serious. It is most important when considering corporations due to historical traditions of Internal Revenue Service audits and potential litigation, although we do see inquiries for minutes of limited liability companies from time to time particularly involving significant transactions.

Are you (and perhaps your spouse) the sole owner(s) of a corporation or limited liability company? Have you been offered a lucrative deal from a third party to buy your business?  Are all the state and federal requirements regarding the entity updated? Good!

Wait a minute! Are all minutes (or consents in lieu thereof) up to date? If not, the buyer’s attorney likely will not approve this deal for his or her client. 

This is just one more important reason to keep your entity’s minutes up to date.Otherwise, not only will you be paying your attorney fees to represent you in the buy-sell transaction, but also fees to first update all past-due minutes.

If your entity needs updated minutes, we would be pleased to review your minute book and discuss with you how to proceed.


Darlene Lundy, Certified Paralegal


Disclaimer: This blog is for information purposes only. Legal advice is provided only through a formal, written attorney/client agreement.