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Corporate Formalities

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As we’ve discussed, corporate formalities are important. By following these simple rules you can avoid being held personally responsible for future company blues. So you will hold your initial corporate meeting and record what happened (which writings are called ‘corporate minutes’). These corporate minutes are easy to prepare. (Note how they are not called ‘corporate hours.’)

You can hold your first corporation, LLC or LP meeting on Day One or it may occur in the first 10 or so days after your entity is filed with the Secretary of State. Exactly when it occurs initially is not as important as it is that it does occur shortly after you are formed. Take the time to flesh out your corporation on paper. It is through all this paper that the corporate veil is raised, so it’s well worth your time.

Important papers to have in your corporate minute book (a binder holding all your corporate papers) includes:

• Articles of Incorporation (for a corporation) or Articles of Organization (for an LLC)

• Bylaws (for a corporation) or Operating Agreement (for an LLC)

• Shareholder or Member minutes

• Board or Manager minutes and consents

• State filings

• Actions of the incorporator

Amendments to any corporate documents such as bylaws or articles of incorporation need to be made by vote of the owners, or in some cases the board of managers. The vote should be recorded in the meeting minutes. In Start Your Own Corporation we discussed the components listed above. As a refresher, we have included some more information on these important documents on our website at www.CorporateDirect.com.

Some businesses will require even more documents, such as:

• Licenses

• Permits

• Registration forms

• Contracts

• Employee records

• Intellectual property records

• Stock records

Your professional team can help you determine what licenses and permits are required for your business in your location. Or you can start by calling your city (or county if you are in an unincorporated area) business license department. Politely explain you are starting a business and want to follow all the local rules. (They love hearing that.) They usually will explain everything you need to know over the phone.

In addition, if you’re part of a professional organization or trade group, you may have access to a wealth of information on continuing education requirements, licensing and permitting required for your specific business, and perhaps leads on accountants and other professionals who work frequently with others in your field. When you’re just getting your business started, this type of information is very valuable, and can save you a great deal of time and trouble at the start.

Now that you have a keen appreciation for the required corporate formalities at the start, let’s see how our next team is proceeding.

Run Your Own Corporation

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