Maintaining Corporate Formalities- Annual Meetings, Minutes, and Consents

Rogoway Law is here to lift the administrative burden off of busy clients when it comes to helping maintain corporate minutes books or helping document missing, or cleaning up erroneous, corporate records. We can attend board or shareholder meetings, help you set up a board or shareholder meeting, or simply help you memorialize or formalize your casual meeting notes. We can perform these tasks time and cost efficiently. While they may seem to be petty nuisances, they are actually some of the most crucial corporate records to maintain.

It is important to conduct annual corporate meetings and document any and all shareholder meetings and board meetings in writing. In such minutes it’s also important to ratify or appoint officers and directors so that the company is not called into question over matters of authority and governance. 

Additionally, it is just as crucial to document critical company actions in minutes of a meeting or through written consents and approvals.  These documents may seem cumbersome, but they become most cumbersome (and expensive) when they haven’t been kept up with in the context of a dispute or an IRS audit or some other event of corporate scrutiny.  

Issues can come up with disgruntled employees or disgruntled equity holders and suddenly company decision-making, or company governance, individual agency and authority, may be called into question. Board fiduciary obligations may similarly be called into question. Having written records of approvals and company considerations is crucial in these moments. 

Corporate formalities are not just a suggestion, they are a legal requirement and absolutely crucial to maintaining corporate protections and mitigating against liabilities, including maintaining corporate veil treatment, corporate separate taxation, and other corporate benefits.

We are happy to help get you on track and keep you on track when it comes to corporate formalities. Please reach out to our corporate transactional attorneys, Hilary St. Jean or Joshua Zetlin, if you need assistance on these matters.

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