How to Take Minutes for a Board Meeting to Pass IRS Scrutiny

If you run an S-Corp or C-Corp, knowing how to take minutes for a board meeting is your shield during an IRS audit. Proper meeting minutes prove that your business operates as a real corporation, and that you aren't using it as a shell for your personal expenses.

Get them wrong (or skip them), and you risk losing your corporate tax benefits, facing penalties, or having the IRS reclassify your entire business structure. 

So, learn the right way to go about recording meeting minutes in this simple guide for small business owners!

Why You Need to Take Board Meeting Minutes

Board meeting minutes are your corporate paper trail. They show the IRS that your business makes decisions the right way, with governance. It's proof that you aren't treating your company like your personal checking account.

These minutes document that you're following corporate formalities, such as holding regular meetings and voting on important matters.

Without them, the IRS can argue your corporation isn't legitimate and strip away the tax advantages or loopholes you've been using.

Minutes also create a record of major business decisions. If the IRS questions why you paid yourself a certain salary or made a large purchase, your meeting minutes provide evidence that these were deliberate decisions.

This applies even if you're a one-person show.

Single-owner S-Corps still need board meeting minutes. You're essentially holding meetings with yourself and documenting your business decisions in writing.

It might feel strange at first, but the IRS requires the same formalities whether you have five board members or you're the only person in the room.

What All Board Meeting Minutes Must Include

Every set of board meeting minutes needs certain basic information:

• Meeting date, time, and location: Even if you met in your kitchen at 9 PM on a Tuesday, write it down.

• Names of attendees (and who was absent): For a single-owner S-Corp, this might just be you, and that's fine.

• Approval of previous meeting minutes: Include a note that you approved the previous meeting's minutes to create continuity.

• Key decisions and votes taken: You don't need a transcript, but you do need to record what the board decided and whether it was unanimous or split.

• Action items and who's responsible: Note any follow-up tasks and who's handling them;

You should document all major decisions in your minutes, especially those that the IRS scrutinizes closely.

This includes setting salaries and compensation (especially important for S-Corp owners claiming reasonable salary), approving contracts and significant business agreements, authorizing loans to or from the business, and purchasing or selling property and equipment.

You should also document tax elections and filing decisions, like choosing S-Corp status or making retirement plan contributions. If you have any conflicts of interest, such as doing business with a company where you have a personal stake, disclose them in the minutes, too.

What Not to Include in Board Meeting Minutes?

Board meeting minutes should be clean and focused. Your minute-taking doesn't have to include:

• Lengthy debates or discussions: The IRS doesn't need to know you spent 20 minutes debating whether to lease or buy a new printer. Just record the final decision!

• Personal opinions or commentary: "John thought this was a terrible idea but went along with it anyway" doesn't belong in official corporate records.

• Off-topic conversations: Things like catching up about weekend plans stays out of the minutes.

• Sensitive details that aren't relevant to the decision: Stick to what was decided, not the personal or confidential information you discussed along the way.

Overall, keep your minutes focused on business decisions and actions taken. They should be straightforward and professional.

How Do You Take Minutes in a Board Meeting?

1. Use a template or standard format

Start with a simple template that includes all the required elements, such as date, attendees, decisions made, and action items. This will keep your minutes consistent for all future meetings.

2. Record basic meeting details

Write down the date, time, location (or note if it's virtual), and who attended before you get into the meeting content.

3. Document decisions as they happen

Write down what the board decided and any votes taken. You don't need to transcribe all your meeting notes or everything that the board discussed. Just record the outcomes on the formal record.

4. Note action items and deadlines

If someone needs to follow up on a decision, write down what they're doing and when it's due.

5. Keep it brief

Stick to what was decided with brief explanations vs. lengthy paragraphs.

6. Finalize and approve within a reasonable time

Clean up your notes shortly after the meeting. The next board meeting should include approval of these minutes.

7. Store your meeting minutes

Save your minutes somewhere secure and organized. You'll need these records for years to come.

How to Take Minutes for a Board Meeting [Sample]

Here's what board meeting minutes can look like:

Board Meeting Minutes
[Your company name]

Date: March 15, 2025
Time: 2:00 PM
Location: Virtual meeting via Zoom

Attendees: Sarah Johnson (President/CEO)

Absent: None

Approval of Previous Minutes:
The minutes from the February 15, 2025 meeting were reviewed and approved.

Agenda Items and Decisions:

1. Officer Compensation for 2025
   The board reviewed industry salary data for consulting professionals in the Denver area. Based on comparable positions, the board approved an annual salary of $75,000 for Sarah Johnson as President/CEO, effective April 1, 2025. This represents reasonable compensation for services rendered.
   Vote: Approved unanimously

2. Equipment Purchase
   The board approved the purchase of a new laptop computer for business use at a cost not to exceed $2,500.
   Vote: Approved unanimously

3. Contract Approval
   The board reviewed and approved a consulting agreement with XYZ Corporation for services to be provided over six months, with total compensation of $45,000.
   Vote: Approved unanimously

Action Items:

• Sarah Johnson to process payroll change by March 30, 2025

• Sarah Johnson to purchase laptop by March 31, 2025

• Sarah Johnson to execute contract with XYZ Corporation by March 20, 2025

Adjournment:
Meeting adjourned at 2:30 PM.

Next Meeting:
April 15, 2025 at 2:00 PM

Best Practices for Storing Minutes

Here's how to keep your records safe and accessible:

• Keep them indefinitely. Board meeting minutes are permanent records. The IRS can audit you up to three years back (or six years in some cases), but you might need older minutes for other legal reasons.

• Choose digital over physical: Digital copies are easier to organize, search, and back up.

• Limit access to key people: Your board meeting minutes should be accessible to board members, officers, and your accountant or tax preparer.

Learn more about small business taxes for dummies.

FAQs

Can ChatGPT Take Minutes of a Meeting?

ChatGPT and other AI tools can help you draft meeting minutes, but they shouldn't replace your judgment. You can use AI to format your notes or clean up rough minutes you've already written. However, you still need to review everything carefully and make sure the minutes accurately reflect what happened.

AI also doesn't understand which details matter for IRS compliance or what should be left out. So, you can also benefit from working with a professional, such as a tax strategist or a lawyer, to create a good template to use/strategize your minute-taking process.

Who Should Take Minutes at a Board Meeting?

Anyone present at the meeting can take minutes. Often, it's board secretaries that do this. But for a small business, it can be just you (for example, if you're a single S-Corp owner).

You can also ask your accountant or bookkeeper to help format minutes after the fact, as long as you're providing them with accurate information about what decisions were made.

What’s the Difference Between Agenda and Minutes?

An agenda is your plan for the meeting. It's what you're planning to discuss during the meeting time. Minutes are the official record of what happened during the meeting.

For example, your agenda might say "Discuss officer compensation," and your minutes might say "The board approved an annual salary of $75,000 for the CEO."

Should You Record Every Comment in Minutes?

No, your board meeting minutes should capture your decisions and actions. You don't need to write down who said what or document every opinion shared during the discussion. If someone proposes an idea that gets voted down, you can note the vote, but you don't need paragraphs explaining everyone's reasoning.

Get a Tailored Tax Strategy for Your Business

Proper board meeting minutes are just one piece of running your S-Corp or C-Corp correctly. At Desi Tax Service, we help small business owners create customized tax strategies that minimize your tax bill and keep you fully compliant with IRS rules.

Ready to get a smart tax strategy built for your business? Learn more about our services or schedule a consultation with us!