Corporate Records Management

The Minute Book Problem

Every incorporated entity must maintain corporate records — articles of incorporation, bylaws, meeting minutes, board resolutions, officer appointments, and ownership records. These documents prove legal existence and establish governance history.

The traditional answer is a physical minute book: a bound binder stored at outside counsel’s office. It works until you need something urgently, you have more than one entity, or your attorney retires and the binder needs to move. Going digital often scatters the same records across SharePoint folders, email threads, and spreadsheets.

Enterprise platforms like Athennian and Diligent solve this for large corporations, but start at $25,000 per year. Nothing structured existed between the law firm binder and a generic document management system — until Lextree. Lextree is corporate records management software that organizes formation documents, governance decisions, authority records, and ownership history — by entity and through a shared hierarchy. Law firms maintaining these records for their clients’ entities have a dedicated home in client entity and records management.

What Corporate Records Include

Four Document Categories

Corporate secretaries and paralegals know the scope: state statutes and organizational best practices require four categories of documents.

• Formation documents: Articles of incorporation or organization, bylaws, operating agreements, partnership agreements, and every restated or amended version
• Governance records: Board meeting minutes, committee minutes, written consents, and resolutions that authorize corporate action
• Authority records: Officer appointments, signing authority grants, powers of attorney (POA), and delegations that document who can act on behalf of the entity
• Ownership records: Equity stakes, stock issuances, transfers, and transaction history that establishes who owned what and when

How Records Connect

These four categories depend on each other. A board resolution authorizes an officer appointment. That officer’s signing authority depends on the appointment still being in effect.

A filing cabinet cannot represent that web of relationships. Lextree organizes these records across four modules that reflect how they actually relate: Legal Entities, Board Governance, Authority, and Ownership.

How Lextree Organizes Records

Formation and Entity Records

The Legal Entities module keeps every formation document alongside the entity it governs — articles of incorporation, bylaws, operating agreements. When you restate or amend a document, the new version links to the original. You can produce the version in effect on any specific date.

Each entity tracks registrations across every jurisdiction: formation filings, foreign qualifications, branch registrations, and trade name registrations. Lifecycle documents — amendments, mergers, conversions, dissolutions — attach to the entity they modify. The full history lives in one place, from formation through every material change.

Governance and Authority

Lextree’s Board Governance module organizes every governance record: board composition, meeting dates, attendance, quorum, and formal decisions. Confirm who served on the Board of Directors in Q3 of last year. Check whether each meeting met quorum.

Board resolutions link to the meeting where the board approved them — or stand alone as written consents. When a resolution authorizes an officer appointment or a contract execution, that authorization becomes a traceable record. If your board already meets in a portal, see how Lextree keeps the board governance records the portal doesn’t retain.

The Authority module tracks who holds authority to act. Every officer, manager, and general partner carries an appointment date and term.

Signing authority records show who can execute documents — and with what dollar thresholds and scope limits. Powers of attorney carry their own effective dates and expiration dates.

Ownership Across the Family

The Ownership module tracks equity ownership across the corporate family. Each stake carries its percentage, voting rights, equity class, and acquisition date. When ownership changes, each transaction carries its date and details.

Cap table software focuses on stock option administration and 409A valuations. The Ownership module tracks the records themselves — stakes, transactions, and the history a corporate secretary maintains.

Proof on Any Date

Corporate records exist to prove things: that an entity was properly formed, that a resolution was approved, that an officer was appointed. Every record in Lextree carries a Timeline — a dated history of state changes. Registrations move through filed, suspended, reinstated.

Point-in-time queries answer the exact questions auditors and acquirers ask. What was this entity’s registration status in Delaware on June 30? Who served on the board when that resolution passed?

Attachments keep every signed document directly on the record it proves — articles of incorporation on the registration record, signed minutes on the meeting record. When you need evidence for an auditor or acquirer, open the record. The document is there.

Records That Scale

The Multi-Entity Challenge

The minute book problem compounds with every entity you add. One LLC means one set of formation documents, one set of meeting minutes, one roster of officers. Ten entities across five states means ten of each — with each state following its own requirements.

Growing organizations hit this wall between $10 million and $20 million in revenue. Formation documents scatter, meeting minutes grow inconsistent, and no one is confident every entity’s records are complete.

Connected by Design

Lextree’s shared entity hierarchy connects all four modules through the legal entity structure. Navigate to any entity and see its complete corporate record. Add a subsidiary and you know which records to set up.

Dissolve an entity and you see which governance, authority, and ownership records need attention. Reorganize the corporate family and the records reflect the new structure. That is what corporate records management should look like — structured, queryable, and ready for any inquiry.