SOME RECORDS A TEXAS CORPORATION SHOULD KEEP
by Donald Ray Burger
Attorney at Law

Corporate records include records of the annual shareholder meetings, records of the meetings of the Board of Directors and various other records. The following list includes some of the corporate records a Texas company should keep.

Records Pertaining to Annual Meetings of Shareholders:

1. Notices of Annual Meeting of Shareholders.
2. Declarations of Service of Notice of Annual Meetings of Shareholders.
3. Call of Special Meeting of Shareholders (by shareholders).
4. Notice of Special Meeting of Shareholders.
5. Minutes of Annual Meeting of Shareholders.
6. Minutes of Special Meeting of Shareholders.
7. Unanimous Written Consents of Shareholders.
8. Waiver, Consent and Approval of Shareholder Meeting.
9. Shareholder Proxy (general).
10. Shareholder Proxy for a Particular Purpose.
11. Shareholder Proxy with Limitation of Authority.

Records Pertaining to Meetings of the Board of Directors:

1. Notices of Regular Meeting of Board of Directors.
2. Declarations of Service of Notice of Meeting of Board of Directors.
3. Call of Special Meeting of Board of Directors.
4. Notice of Special Meeting of Board of Directors.
5. Minutes of Regular Meeting of Board of Directors.
6. Minutes of Special Meeting of Board of Directors.
7. Approval of minutes of Board of Directors by absent directors;
8. Resolutions of the Board of Directors.
9. Secretary's certificate of adoption of any resolutions by the Board of Directors;
10. Unanimous Written Consent of Board of Directors.
11. Waiver, Consent and Approval of Meeting of Board of Directors.
12. Proxy (general).
13. Proxy for a Particular Purpose.
14. Proxy with Limitation of Authority.

Miscellaneous Records

1. The corporate seal;
2. List of shareholders' names and addresses;
3. Stock transfer book;
4. Financial statements and reports;
5. Annual reports.
6. Important company documents (such as contracts, leases, tax reports, insurance policies, promissory notes, loan documents, etc.);

Written by Donald Ray Burger, Attorney at Law
Last revised April 2, 2002.

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