BUSINESS LAW

Why Form a Corporation or Limited Liability Company?

• Provides some protection for your personal assets
• May provide tax advantages

Why Hire a Lawyer to Prepare a Written Contract?

• Even good people disagree about the overall meaning and details of spoken agreements.
• Having an attorney create a clear, written contract gives you a binding legal document to minimize misunderstandings and provide guidance should differences arise.

How to File Corporate Minutes on your own for no fee (May 2010 Legal Tip):

Have you received official looking notices in the mail telling you that you must pay to file your corporate minutes using a specific form? This is usually a scam designed to frighten you and take your money (unless this comes from your CPA or attorney). Corporate minutes don't need to be filed with a govenment agency. They need to be kept in a file with your other corporate records at your principal place of business.

To file your corporate minutes on your own, you need a Notice Form or Waiver of Notice Form, a Minutes Form and a folder or a 3-ring binder.

The Notice Form is a letter that you send to all of the members of your Board of Directors to let them know the details of your next corporate meeting. Generally, instead of the Notice Form, you can use a Waiver of Notice Form that allows each of your Board of Directors to waive notice of the meeting (and these can be signed the same day of the meeting). Both forms must include the date, time, place and purpose of the meeting. Consult your Bylaws to determine which forms are appropriate for your company.

Once you have sent the Notice Form or received signed Waiver of Notice Forms from each Director, then you need to use your Minutes Form.

A Minutes Form is a document that records the date, time and place of the corporate meeting, who attended the meeting and what was decided. Once you create this form with blanks for the parts mentioned above, you can use it again and again. Generally speaking, you should record major decisions that affect your company’s future, financially or otherwise, such as deciding to hire or fire an employee or to lease commercial space.

After the Minutes have been recorded (written down on your form), you should apply your corporate seal to the bottom of the form. A corporate seal is essentially an embosser that states the corporation’s name and date of incorporation and is used to verify that the form came from an authorized Director at your corporation. You can order this seal through your attorney or other incorporator.

Finally, put these Notice Forms or Waiver of Notice Forms and Minutes Forms into a manila folder or into a 3-ring binder for safekeeping. In addition to providing you with helpful records of your corporate meetings, you may need this paperwork if you are ever audited or sued. And remember, the forms do not need to be sent to the state or recorded by some disreputable company trying to get you to pay them for what you can easily do for free on your own.