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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.
Step 1
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.
Step 2
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.
Step 3
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.
Step 4
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.
Step 5
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- Any subsidiary records that are out of date relative to the parent.
Next steps
After the checklist
For accountants
Set this up properly once. Stop chasing it forever.
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