08 Mar 2008 12:28:38 | Richard A. Chapo
Whether you've created a corporation or limited liability
company, you must maintain records. Here's a primer on the basic
corporate records you need to maintain.
Corporate Records
When forming a corporation or limited liability company, you are
creating an entity independent from yourself. In so doing, this
independent entity must take actions for itself, not you. For
instance, a corporation will have a corporate bank account
through which all revenues and debt payments are handled. As a
shareholder, even with a single shareholder entity, you will not
pay person expenses out of the corporate bank account. This
concept extends to record keeping.
For the purpose of this article, I am considering both
corporation and limited liability company documents as
"corporate records." Although the records of each entity have
different names, they serve the same purpose. For instance,
articles of incorporation for a corporation serve the same
purpose as Articles of Organization. The following list applies
to corporations, but you can apply the list to the limited
liability equivalents.
Although each state has different records requirements, all
require you to keep the following records.
1. Articles of Incorporation - The charter establishing the
existence of the entity with the relevant Secretary of State.
2. Bylaws - The rules of the corporation. Essentially, the
bylaws set out how the corporation will be administered from a
procedural perspective, the rights of shareholders, how meetings
will be called and so on.
3. Board Resolutions - These are resolutions passed by the Board
of Directors from time to time, such as defining classes of
corporate stock and approving particular courses of action for
the business.
4. Minutes of Shareholder Meetings
5. Annual Meeting - Every state requires a corporation to have
at least one meeting of the board of directors each year. Keep
these in your corporate book.
6. Shareholder Communications - Copies of all communications to
shareholders. Most states require you to hold these for three
years, but you should keep these permanently to guard against
future shareholder lawsuits.
7. Shareholders - A list of shareholders and the shares they
own.
8. Annual Report - Most states require you to file an annual or
bi-annual report with the Secretary of State. Keep copies of
these in your corporate records. Most states provide a
pre-printed form.
9. Balance Sheets - Shareholders have the right to inspect the
finances of the corporation, although this right has
limitations. You need to keep up to date balance sheets.
10. Tax Returns
So, how long should you keep these corporate records? Some
attorneys will tell you three or five years. Personally, I
believe you should keep them permanently. If a shareholder
dispute occurs, you don't want to testify you through away a
document. If the business is eventually sold, the buyer is going
to want to see all corporate records. Either way, you are better
off holding on to all records.
About Author :
Richard A. Chapo is a San Diego business lawyer with
http://www.sandiegobusinesslawfirm.com - a San Diego business
law firm in San Diego, California.