Regardless of whether you are the sole owner, officer and director of a Massachusetts corporation, the Massachusetts Business Corporation Act requires that the corporation maintain minutes of all meetings of shareholders and directors, including an annual meeting. In many cases, the minutes of the annual meetings simply reflect the election of officers and directors and ratify all corporate action taken during the prior year but can also memorialize other corporate action, including without limitation, dividends or bonuses to be made and contributions to profit sharing plans. If your bylaws permit, a written consent by all shareholders and directors can serve as minutes of an actual meeting held. Failure to maintain accurate minutes of all meetings evidencing action taken by shareholders or directors, including the annual meeting, may increase the risk of a creditor “piercing the corporate veil” which could then lead to personal liability for the debts of the corporation. Further, if the corporation is audited or investigated by the IRS or other governmental agency or sued by any third party, failure to comply with certain legal requirements, including maintaining accurate minutes of meetings of shareholders and directors could raise questions as to the integrity of the corporation. We prepare annual minutes for many of our clients and are happy to assist you in this requirement.