How to maintain a minute book in New York
New York's BCL § 624 requires every corporation to keep books and records of account, minutes of meetings, and a current list of shareholders. The inspection right under § 624(b) is granted to shareholders of record who have held shares for at least 6 months or who hold 5% or more, with a 5-day written demand procedure and a proper-purpose-like standard.
| Statutory records | Books and records and shareholder list |
|---|---|
| Inspection right | Shareholder of 6 months or 5%+ may inspect with 5-day written demand stating purpose |
| Retention period | Common law and IRS rules |
| NY BCL § 624 | Books and records of account; inspection |
| NY BCL § 624(b) | Right to inspect minutes and shareholder list |
| NY BCL § 624(c) | Procedure for inspection demand |
| NY BCL § 716 | Directors inspection right |
| Martin Act | NY General Business Law Article 23-A securities enforcement |
| Federal CTA | FinCEN BOI register |
- NY BCL § 624 requires books of account, minutes, and current shareholder list
- Inspection right: 6-month holder or 5%+ shareholder, 5-day written demand stating purpose
- Directors' inspection right under § 716
- Records may be kept at any location designated by the bylaws
- Federal FinCEN BOI applies separately
Records inventory under NY BCL § 624(a)
NY BCL § 624(a) requires every corporation to keep correct and complete books and records of account, minutes of board and shareholder meetings, and a current list of names and addresses of all shareholders. The records may be kept at any location designated by the bylaws; modern practice permits digital records.
Inspection right under § 624(b)-(c)
Section 624(b) grants any shareholder who has held shares for at least 6 months, or who holds 5% or more of any class of outstanding shares, the right to inspect the corporation's minutes and current shareholder list. The procedure under § 624(c) requires a written demand at least 5 days in advance stating purpose. The standard is similar to but narrower than DGCL § 220 in practice.
Shareholder list as a focal point
NY § 624(b) specifically calls out the right to inspect the shareholder list. In contested elections or proxy contests, the shareholder list is the operative inspection target. The list must be current and producible on demand. Failure to produce can result in court-ordered production and adverse inferences.
Director inspection rights under § 716
NY BCL § 716 grants every director the right to examine the books and records. The director's right is similar to California § 1602 in scope and is broader than the shareholder right under § 624. Director inspection is an important tool for minority directors.
Martin Act and federal FinCEN BOI
New York's Martin Act (NY General Business Law Article 23-A) is the broadest state securities-law regime in the US and applies to securities offerings and corporate disclosures involving NY residents. Records related to NY securities offerings are maintained alongside the corporate records book. Federal FinCEN BOI under the Corporate Transparency Act applies separately.
Procedure
The minute book maintenance routine as it applies in New York, in seven steps:
Establish records at the bylaw-designated location
At incorporation, establish the corporate records at the location designated by the bylaws. Records inventory: certificate of incorporation, bylaws, board and shareholder minutes, written consents, books of account, and the current shareholder list.Maintain the current shareholder list under § 624(a)
The shareholder list lists every shareholder of record with names and addresses. The list must be current: updated as shareholders change. NY focuses inspection rights on the shareholder list, so currency is operationally important.Record corporate actions on the date of the action
Board and shareholder actions recorded on the date they occur. Resolutions signed and dated. Unanimous written consent for shareholder action under § 708 is more restrictive than Delaware (requires unanimous, not majority).Maintain books of account under § 624(a)
Books of account record corporate financial transactions. The level of detail required tracks GAAP and IRS rules; the BCL does not prescribe specific accounting standards.Respond to § 624 inspection demands
On a § 624 inspection demand: confirm the shareholder's eligibility (6-month holding or 5%+ ownership), evaluate the stated purpose, produce within the statutory window. Refusal exposes the corporation to court-ordered production and statutory penalties.Respond to director inspection demands under § 716
Directors' inspection right under § 716 is broader than shareholders'. Directors may examine any books and records on reasonable notice.Maintain FinCEN BOI and Martin Act records
FinCEN BOI report maintained alongside corporate records, updated within 30 days. Martin Act-related records (Form 99, broker-dealer registrations) maintained for NY-residing securities offerings.
Common mistakes
Common New York-specific failure points in maintaining corporate records:
- Attempting majority written consent under § 708 (NY requires unanimous; Delaware permits majority)
- Maintaining a stale shareholder list (NY focuses inspection rights on the list)
- Refusing § 624 inspection without confirming the 6-month or 5% eligibility analysis
- Not maintaining Martin Act-related securities records
Octelligence keeps the minute book, the share register, the certificates, and the cap table in one record. Every resolution, meeting, issuance, and transfer is dated, indexed, and linked to its supporting documents. The NY BCL inspection right, the retention period, and the beneficial-ownership register requirement are jurisdiction-aware. Diligence can reproduce the corporate record at any past date.
See Digital Corporate RecordsCommon questions in New York
Octelligence keeps the minute book, the share register, and the cap table reconciled together with full NY BCL awareness of inspection rights and retention periods.