Volume 04, Chapter 2
Corporate Records
Definition
Imagine a bank asks a business to prove it legally exists, or a court asks who exactly owns 20% of it. Pointing at the founder's memory of "we agreed on that" is not proof. Only a signed, dated document is proof. Drawer one of the filing cabinet from Chapter 1 exists to hold exactly that kind of document.
are the documents that establish a business's legal existence and capture its major decisions, registration, ownership, and governance, on paper.
Drawer one answers one question: "Prove it." Prove the business legally exists. Prove who owns it and in what proportion. Prove a decision was actually made, by the people entitled to make it. Every clause Volume 03 taught you to negotiate becomes worthless the moment it can't be proven, and proof is what this drawer holds.
What Belongs in Drawer One
| Record | What It Proves | Taught In |
|---|---|---|
| Certificate of incorporation / business registration | The business legally exists | Volume 09: Legal Compliance |
| Articles of Association | The company's own rulebook | Volume 03, Ch. 12 |
| Tax registration | The business is registered with tax authorities | Volume 09 |
| Shareholder register / cap table | Who owns what percentage, today | Volume 03, Ch. 3 · Cap Table Template |
| Shareholders' Agreement & Investment Agreements | The negotiated rules between owners | Volume 03, Ch. 12 |
| Board resolutions & meeting minutes | Major decisions, formally made | Volume 03, Ch. 12 · Volume 22: Meetings |
| Licences and permits | Permission to operate | Volume 09 |
| Insurance policies | Risk transferred to an insurer | Volume 10: Risk Management |
| Lease agreements | Rights to the premises | Volume 09 |
Notice how little of this drawer is new: almost every document was already produced while working through Volume 03. This chapter's real job is a single instruction, keep them all in one place, and keep every version.
Drawer one holds proof of the business's legal identity, ownership, and major decisions. If a bank, an investor, or a court needed to know who this business legally is by tomorrow morning, drawer one is everything you would hand them.
Who Typically Maintains It
Corporate records are usually kept by the owner, a company secretary (where one exists), or a lawyer, because the stakes of a lost or altered corporate record are legal, not just administrative.
| Business Size | Typical Keeper |
|---|---|
| Solo founder | The founder personally, in one dedicated folder (physical + scanned) |
| A few shareholders | Founder or a designated director, per the Shareholders' Agreement |
| Growing / multiple investors | A company secretary or a hired lawyer |
Example Story: The Missing Resolution
Two years after Mr B's investment, MANIAC MINDZ needed a bank loan to buy a delivery van (Volume 03, Ch. 5's affordability test passed easily). The bank's condition: "Show us the board resolution authorizing this loan."
There wasn't one. The decision had been made, correctly, sensibly, over a phone call between Mr A and Mr B. Nothing was written down. The loan was delayed three weeks while a proper resolution was drafted and both shareholders re-confirmed the (already correct) decision in writing.
The decision itself was never in doubt. What was missing was drawer one's job: proof.
Common Mistakes
A verbally-agreed decision is real to the people in the room, but a bank, a future investor, or a court has no way to see it. See Board Resolution Template.
A single physical folder in the office safe, with no scanned backup, is one fire away from erasing the business's legal history. Scan everything; store a copy off-site or in the cloud.
Shares change hands (Volume 03, Ch. 10's exits, Ch. 14's buy-backs) but the register doesn't get updated the same week. Months later, nobody can say with confidence who owns what. Update it the day it changes, Volume 03, Ch. 3's warning applies here too.
Quiz Yourself
Practice Exercise
- Gather every document from the table in Section 2 that already exists for your business into one physical folder and one scanned/cloud folder.
- For each missing item, write who is responsible for producing it and by when.
- Confirm your shareholder register matches your actual, current cap table, today, not from memory.
Quick Summary
Quick Summary
- Corporate records prove the business's legal identity, ownership, and major decisions.
- Most of drawer one is produced naturally while working through Volume 03, the job here is keeping it all together and current.
- Every major decision needs a written record or resolution, even a decision everyone already agreed to.
- One physical copy is a fire away from gone, always keep a scanned or cloud backup.