![]() ![]() This is more than just formality for formality’s sake. ![]() One of the key benefits of operating as a corporation is to protect shareholders from personal liability, and one of the keys to securing this protection is to observe the mandatory corporate formalities. The reasons why all corporations need to prepare and maintain meeting minutes include the following: 1. If large, public companies see the value in preparing and maintaining meeting minutes, shouldn’t you? Don’t believe that corporations really keep minutes? Check the public filings of any corporation registered with the Securities and Exchange Commission (SEC), and you are bound to find a host of filings containing meeting minutes for the corporation’s activities. ![]() This is true despite their importance for a variety of different reasons. No One Really Keeps Minutes, Do They?Īnnual meeting minutes are perhaps the single most-overlooked aspect of corporate compliance for small, privately held companies. Now, you need to submit an annual filing (in most jurisdictions), and you need to keep minutes reflecting key corporate decisions and activities. Then, you needed a shareholder agreement. Then, you needed bylaws and stock certificates. If you are a shareholder in a small business corporation, you likely have at least a vague recollection that establishing and maintaining your corporation require compliance in a number of different formalities: First, you needed to file Articles of Incorporation. ![]()
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