Dealing With Records Fundamentals: What Is a Corporate Record?

May 12, 2016

document reviewLawyer advising his or her corporate client who “asks what constitutes a corporate record?”

Ed Dietel:  A corporate record is simply anything that is created or received on behalf of corporate business.  On hearing that advice, some will inevitably ask “even the most cryptic note?”  The answer is yes and.  And the key is not whether that note is a record, but how long that cryptic note has to be retained by the company.

Corporate records can take hundreds of forms.  They may be information written on paper, information recorded in electronic systems, physical objects in or on which information is contained, films or videos made of corporate operations, and anything else about company’s business or operations.  This inclusiveness seems at first blush to be all to encompassing, but what is the underlying answer to this is that the question should not be “what is a company record?” but “how long must the various types of records be retained and preserved?”

The retention period for the various record types of records is dictated by the Corporate Record Schedule – the listing by various record types of how long they must be retained and preserved – which may be dictated by (1) law, (2) operational use, or (3) historical value.  The record schedule is the listing by record type developed and approved by those authorized by the corporate leadership.  The retention periods can vary from “when the materials are no longer needed” to those which must be retained through the entire life of the company – that is virtually and hopefully “permanently.”

A record schedule is not something that is finalized once and never again.  Business, circumstances, and situations are constantly in flux and forever changing and that means that the company record schedule needs to be regularly reviewed to determine if changes to the schedule are mandated by law, operational necessity, or their historical value.  Finally, the dictates of the record schedule need to be monitored and followed.  For example, if the schedule mandates that a certain type of record be destroyed after a certain period of time and that does not occur, the company cannot suddenly credibly decide to destroy the records that may relate to some potential liability.  If, however, the records were destroyed in accord with the schedule and a liability arises after the become relevant to a potential liability, the company has a legitimate rational that they were previously destroyed in accord with accepted business practices or is accord with normal business practices.

Readers of this blog are invited and welcome to submit ideas that are not yet but need to be covered in my volume Designing an Effective Corporate Information, Knowledge Management, and Records Retention Compliance Program and also are invited and welcome to submit their proposed solutions to those ideas.

Titles by Ed Dietel