Accountant's Year-End Corporate Records Checklist

Year-end pain at accounting firms is usually corporate-record pain in disguise. Share issuances nobody can produce documentation for. Dividends declared without a directors' resolution. Auditors asking for a register the client doesn't have. This checklist is what to verify before the engagement starts, so you don't end the engagement chasing it.

Confirm what exists

  • Articles of incorporation on file and current (verify amendments are reflected).
  • Bylaws on file and current.
  • Most recent annual return filed and confirmation noted.
  • Register of directors current.
  • Register of officers current.
  • Register of shareholders current.

Reconcile records to the books

  • Share register total share count matches the equity section of the balance sheet, by class.
  • Every share issuance during the year is supported by a directors' resolution.
  • Every share transfer during the year is reflected in the register and supported by transfer documents.
  • Every share cancellation or repurchase is supported by a resolution and reflected in the register.
  • Dividends declared in the books are supported by a directors' resolution.
  • Inter-company transactions (loans, management fees, dividends) are supported by resolutions on both sides.

Audit-ready file

  • Minute book exportable as a single PDF (or printable as a binder).
  • Audit log of records-related changes available for the engagement period.
  • Share certificates issued during the year are verifiable, not just printed copies.
  • Bank signing authorities reflected in current officer or directors' resolutions.
  • Resolutions approving the prior-year financial statements are signed.

Compliance calendar

  • Next annual return deadline noted on the engagement calendar.
  • Any jurisdiction-specific filing deadlines (e.g., information returns) noted.
  • Registered office address is current.
  • Agent for service is current.

Flag for client follow-up

  • Any resolution that should exist but doesn't (issuances, dividends, transfers).
  • Any register that doesn't tie to the books.
  • Any director or officer still listed who has resigned.
  • Any subsidiary records that are out of date relative to the parent.
Bring the corporate record into year-end and review work.

Maintain registers and supporting documents alongside the client record. Scale adds historical reconstruction and Compliance Dossier; Intelligence adds group relationship exploration.

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