What Does a Corporate Secretary Do? Duties for Minutes, Bylaws and Records

What the corporate secretary is

The secretary is one of the corporation's officers. The bylaws typically list the officer positions — often a president, a secretary and a treasurer — and describe each one's duties. The board of directors usually appoints the officers and can remove or replace them as the bylaws provide.

Despite the title, the role is not clerical. The secretary is responsible for the corporation's official record: notice of meetings, minutes of what was decided, the stock records and the governing documents. When someone outside the company needs proof that the corporation approved something, the secretary is usually the officer who provides it.

In a small corporation, the same person frequently serves in more than one office — for example, as both president and secretary. Many state corporation statutes permit one person to hold multiple offices, but the rules differ, and your bylaws may add their own requirements. Check your state's corporation statute and your bylaws rather than assuming. Our states page collects general notes for several states.

Preparing for meetings

Much of the secretary's work happens before a meeting starts. The bylaws usually set out when regular meetings are held, how much notice is required and what the notice must contain. The secretary's job is to make sure those rules are followed.

For what an annual board meeting typically covers, see our guide to annual board meeting minutes. Shareholder meetings have their own rules on record dates, proxies and voting, covered in annual shareholder meeting minutes.

Taking and finalizing minutes

Minutes are the official record of a meeting. Good minutes are short, accurate and focused on outcomes. They should allow someone reading them years later to see what was decided and that the meeting was properly held.

After the meeting, the secretary prepares the final minutes, signs them (often with the meeting chair, depending on the bylaws and company practice) and files them in the minute book. Many boards approve the previous meeting's minutes at the next meeting, which gives directors a chance to correct errors.

Exact resolution language matters. If the board approved a bank account, a loan or a share issuance, the minutes should include the resolution as adopted. Our guide to corporate resolutions explains the standard "RESOLVED, that…" format.

Keeping the corporate records

The secretary is typically the custodian of the corporation's core records. State law generally requires corporations to keep certain records, and shareholders usually have rights to inspect some of them. Keeping them together and current is the simplest way to meet those obligations.

• Articles of incorporation and every amendment, ideally the state-stamped copies.
• Bylaws and every amendment, with a note of when and how each amendment was approved.
• Minutes of all board, committee and shareholder meetings.
• Written consents signed in place of meetings.
• The stock ledger and, if the corporation issues them, stock certificates or certificate stubs. See stock ledger and stock certificates.
• The corporate seal, if the corporation uses one. Many corporations no longer do, and a seal is generally not required.
• Copies of state annual or periodic reports and other key filings.

Whether these are kept in a physical binder or a well-organized digital folder, the goal is a single, complete place to find them. Our corporate records book guide has a master checklist of what to keep.

Certifying documents

Outsiders often need written proof of a corporate decision. The secretary provides it with a secretary's certificate (sometimes called a certificate of incumbency or a certified resolution). In it, the secretary states that an attached copy of a resolution or the bylaws is true and correct, that it was properly adopted and that it remains in effect.

A common example is opening a business bank account. Banks frequently ask for a copy of the banking resolution naming who may sign on the account, certified by the secretary. Lenders, landlords and buyers may ask for similar certificates confirming who the current officers are and that a transaction was approved.

The secretary should certify only what the records actually show. If the resolution was never adopted, the right step is to have the board adopt it first — not to certify something that does not exist.

Written consents in lieu of a meeting

Many small corporations act by written consent instead of holding meetings. Most state statutes allow the board to act without a meeting if the required directors sign a written consent — often all of them — and many allow shareholder action by written consent in some circumstances, subject to the articles and bylaws.

For the secretary, a signed consent is treated like minutes: it is the record of the action. Keep each consent, with all signature pages and the date each signer signed, in the minute book in date order alongside the meeting minutes.

Common mistakes

• Minutes never written. Meetings happen, or decisions are made informally, but nothing is recorded.
• Unsigned minutes or consents. A draft on a laptop is not a finished record.
• Missing stock ledger entries. Shares were issued or transferred but the ledger was never updated, so ownership is unclear.
• Bylaw amendments not documented. The bylaws were changed but there is no minute or consent showing approval.
• Records scattered. Documents live in email, cloud folders and filing cabinets instead of one book.
• Notice not tracked. There is no record that notice was given or waived.

If your records have gaps, they can often be addressed by the board reviewing past actions and adopting ratification resolutions, which the corporate records book guide discusses. An attorney can advise on how to do this correctly for your situation.