Corporate Records – What to Keep
Whether or not you’ve created a corporation or restricted liability company, you must maintain records. Here’s a primer on the basic company records you need to maintain.
Corporate Records
When forming a company or limited liability company, you're creating an entity freelance from yourself. In therefore doing, this independent entity should take actions for itself, not you. For example, a corporation can have a corporate checking account through which all revenues and debt payments are handled. As a shareholder, even with a single shareholder entity, you may not pay person expenses out of the company bank account. This concept extends to record keeping.
For the aim of this article, I'm considering each corporation and limited liability company documents as “corporate records.” Though the records of every entity have different names, they serve the identical purpose. For instance, articles of incorporation for an organization serve the same purpose as Articles of Organization. The following list applies to corporations, however you'll be able to apply the list to the limited liability equivalents.
Although each state has different records requirements, all need you to stay the following records.
1. Articles of Incorporation – The charter establishing the existence of the entity with the relevant Secretary of State.
2. Bylaws – The principles of the corporation. Essentially, the bylaws launched how the corporation can be administered from a procedural perspective, the rights of shareholders, how meetings will be referred to as and so on.
3. Board Resolutions – These are resolutions gone by the Board of Administrators from time to time, like defining categories of company stock and approving specific courses of action for the business.
4. Minutes of Shareholder Conferences
5. Annual Meeting – Every state requires an organization to have a minimum of one meeting of the board of administrators every year. Keep these in your company book.
6. Shareholder Communications – Copies of all communications to shareholders. Most states need you to carry these for 3 years, however you must keep these permanently to guard against future shareholder lawsuits.
7. Shareholders – A listing of shareholders and therefore the shares they own.
8. Annual Report – Most states need 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 examine the finances of the corporation, though this right has limitations. You wish to stay contemporary balance sheets.
10. Tax Returns
Therefore, how long should you keep these corporate records? Some attorneys will tell you three or five years. Personally, I believe you ought to keep them permanently. If a shareholder dispute occurs, you don’t want to testify you thru away a document. If the business is eventually sold, the buyer goes to want to determine all company records. Either way, you are better off holding on to all records.
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