Corporate records play a vital role in governance and compliance, especially for successful businesses. These records are crucial for protecting a company’s operations and reputation.
Yet not everyone is aware of the important details of corporate records. Why are business records important, and what are they? In reality, senior stakeholders spend around 25% of their week managing business records, according to global studies such as the Harris Poll. Clearly, it’s time to return to the fundamentals.
In this article, we’ll explore:
- What corporate records are, and what they include
- How long should corporate records be kept
- Why corporate records are important
- Legal and regulatory requirements for corporate records
What Are Corporate Records?
Corporate records are the records required to demonstrate that a corporation is functioning in accordance with the rules of the revenue service of a particular country.
Put simply, corporate records serve as the official log of the company’s decisions and actions, and are a key part of entity management as well.
Corporate records must include a copy of the articles of association and company bylaws, the minutes of all shareholder and director meetings, and a share register for tracking ownership transactions, if applicable. The records should be held in a single, central place and easily available in the event that regulators come to audit the corporation.
Traditionally maintained as a physical record book, most corporations now maintain their corporate records digitally on a local network server and/or within a cloud-based system.
What do Corporate Records Include?
Corporate records include the articles of association, company bylaws and other incorporation documents. They also include the policies and resolutions made and agreed upon by the board. The corporate record is not static; it is in a state of constant evaluation and growth.
Corporate resolutions can be made on many matters, including:
- Records of major transactions
- Approvals of contracts
- Records of sale or purchase of real estate
- Hiring or laying off large numbers of employees
- Expansion into a new market or a new location.
All of these decisions, and in many cases more, must be recorded by the company secretary and entered into the corporate record, alongside annual reports, corporate business and tax dealings, share dividends and director conflict-of-interest resolutions.
Why are Corporate Records Important?
Local regulations require corporations to maintain corporate records that prove they’re functioning appropriately. But that’s not the only reason why they’re important.
“Corporate records are the backbone of accountability and informed decision-making. Without a clear, accessible record of what’s been done and why, organizations risk repeating mistakes, losing trust and missing growth opportunities”.
Dottie Schindlinger, Executive Director of Diligent Insitute
Thorough record-keeping not only promotes compliance but also supports the company’s long-term success through:
- Liability protection: Corporate records demonstrate that it is a separate entity with its own governance processes, helping to maintain the “corporate shield” — that is, keeping the legal entity separate from its owners in terms of liabilities. This means that, for example, any creditors cannot go after shareholders’ personal assets in the event of corporate distress.
- Board effectiveness: As soon as an entity is legally incorporated in any jurisdiction, it creates a corporate record that the board can refer back to, aiding decision-making. Most jurisdictions require that an entity hold documentation such as articles of association and annual reports, hold regular board meetings, and record and minute these meetings.
- Good governance: Corporate records help show regulators this is a healthy, functioning, viable entity with well-documented governance practices. Writing the governance framework and keeping it in a centralized platform accessible to all paves the way for the broader adoption of essential practices.
- Accountability: Corporate records must be signed and recorded, and any actions taken must be backed up with documentation stored with the corporate record. This holds boards, leaders and employees at all levels accountable for the decisions and actions the record includes, supporting the company’s achievement of its strategic goals.
Legal And Regulatory Requirements
Maintaining good corporate records is good business practice, but extensive regulations exist. Different laws and regulations across various jurisdictions dictate what you must keep, for how long, and in what format. Failing to comply can result in fines, litigation, or reputational damage.
By Jurisdiction
Record-keeping requirements across African organizations:
- Regulatory Landscape:
Organizations across Africa must comply with various national and regional laws governing corporate record management. These regulations often reflect both local legislation and continental governance standards. - Retention:
Companies are generally required to maintain essential business records — such as financial, governance, and statutory documents — for a minimum period (typically around 5–10 years, depending on the country). Records must be kept in written or easily retrievable electronic form. - Core Records:
These typically include founding documents (e.g. Memorandum or Articles of Incorporation), registers of directors and shareholders, minutes and resolutions, audited financial statements, and official communications to stakeholders. - Accounting Records:
Records must be accurate, complete, and maintained in a language officially recognized in the organization’s home country. They should enable the preparation of transparent and compliant financial statements. - Storage & Access:
All records should be stored at or accessible from the company’s principal office within the country of registration. Depending on national laws, certain stakeholders (such as shareholders or members) may have rights to inspect or obtain copies. - Compliance & Penalties:
Failure to maintain or falsifying company records is considered a serious offense in most African jurisdictions and may result in fines, enforcement actions, or other legal penalties under national company laws. In some regions, such as the East African Community or ECOWAS, harmonization of record-keeping standards is underway to promote cross-border business compliance.
Other Jurisdictions
Across Africa, regulatory frameworks increasingly emphasize transparency and accountability, with several countries adopting governance and data protection standards inspired by OECD and international best practices. However, implementation varies across the continent.
Meanwhile, countries like Canada, Australia, and Japan maintain mature privacy and retention regimes that blend elements of U.S. and EU models.
Multinational corporations operating in these regions must navigate a complex patchwork of laws and compliance expectations.