11.25.09
Posted in Minutes Book and Resolutions at 12:23 am by Administrator
Corporate resolutions should, at a minimum, be simple while containing the legal language to show that the board of directors met the fiduciary duties of care and loyalty. Ideally, the resolution should be contemporaneous and reflect meetings (or written consents) executed in the time-frame of the approved actions rather than after-the-fact. If not by unanimous consent, it should specify the voting results for each resolution. Of course, every resolution should be dated, signed and stored in the official corporate minutes binder.
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09.21.09
Posted in Legal & Tax Problems, Minutes Book and Resolutions at 9:44 pm by Administrator
Ignoring the required annual paperwork of your corporation is a risky behavior indeed. Perfectly responsible business owners who pay their taxes on time year-after-year may be shocked to learn that they may be breaking the law, or at the very least, risking the loss of crucial tax benefits. Even worse, a judge may disregard your corporate status in a court challenge based on the fact that you have ignored your own corporate existence. The risk is that you may be held personally liable for corporate debts (or liability claims). This is known in legal jargon as “piercing the corporate veil” of liability protection.
Minutes of meetings are easy to prepare. They do not normally need the help of a lawyer or CPA. You need to convene a shareholder’s or director’s meeting (in accordance with the requirements in your corporate bylaws). Then clearly write out the decisions approved by your board of directors or shareholders. Although it is possible to do this using fill-in-the-blanks forms, it is much simpler to use an automated software package such as QuickCorporateMinutes. It makes even more sense since the minutes are legal documents where ” boilerplate language” needs to fit the need. The last step is to place a copy of the minutes in your corporate record book.
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