Stock Certificates

Documenting Your Business Activities

As stated in previous posts Corporate Record Keeping is essential when it comes to protecting your assets and tax benefits. Anything that is of major business consequence should be documented in your records. You need to show evidence that it was approved by the company.

Below are is a partial list of examples of business activities to document:

  • Amendments to the Articles
  • Annual Meetings of Shareholders/ Members
  • Annual Meetings of Directors/ Managers
  • Special Meetings of Shareholders, Directors/ Members
  • Authorization for Voting Proxy
  • Opening of bank account
  • Adding or changing bank signatories
  • Authorization to change or appoint company accountant
  • Authorization to appoint legal counsel
  • Authorization for payment of business travel
  • Changes to Bylaws or Operating Agreement
  • Changes in Stock/ Membership Certificates to correct errors or omissions
  • Changes in Officers/ Management (new appointments, resignations, dismissals)
  • Reimbursement for child care expenses
  • Independent contractor service (1099s for outside services)
  • Authorization for credit card
  • Authorization to establish line of credit for the company
  • Authorization for Foreign Qualification
  • Reimbursement for Life Insurance
  • Medical and Dental Reimbursement Plans
  • Mergers and acquisitions
  • Promissory Notes
  • Retirement Accounts
  • Purchase of Key-Man Policy
  • Real Estate leases or purchases
  • Setting salaries for Officers/ Managers
  • Authorization to pay for vehicle expenses (purchases, leases, maintenance, insurance, gasoline)
  • Dissolution of company

We do offer Corporate Record Keeping Assistance. For more information and sample forms, visit https://americancorpenterprises.com/what-we-offer/services/corporate-record-keeping/

 

Amendments to Articles

Contributed by Deanna Kelly, Office Manager

Before you file an Amendment to the Articles with the Secretary of State you have a couple things to consider:

• You will need signed Special Meeting Minutes and a Resolution in your book reflecting that the Board met and voted in favor of the Amendment.

• If you are changing the name of your corporation you will need to then update your corporate record book. You will need the new name on the book, the stock certificates & corporate seal.

You will also need to notify your bank, vendors and customers of the new name.

• If you are changing the amount or par value of the corporations stock you will need to replace and reissue stock certificates reflecting the current amount of stock/par value.

As always, record keeping is the life of your corporation. Any changes in the corporation need to be documented with a meeting, vote, minutes and a resolution. All need to be signed and placed in your corporate book behind the “Minutes” tab along with all your Annual Minutes in chronological order.

Should you need assistance with filing an Amendment or obtaining replacement stock certificates, etc. give us a call. We’ll be happy to help.

Other recommended reading

IRS Audits and Record Keeping
https://elitebookkeepingtaxservices.blogspot.com/2013/05/irs-audits-and-record-keeping.html

Find out more about American Corporate Enterprises by visiting our website at https://americancorpenterprises.com. At American Corporate Enterprises, Inc., we have the expertise to handle all your incorporation needs! Contact us Toll free (888) 274-1130 or (775) 884-9380 today.

At American Corporate Enterprises, Inc., we have the expertise to handle all your incorporation needs! Contact us

Toll free (888) 274-1130 or (775)884-9380 today and visit our website at www.americancorpenterprises.com.

The Importance of Corporate Record Keeping

Contributed by Deanna Kelly, Office Manager

Corporate Record Keeping is very important. It’s the difference between being a Corporation or not. At the least you would need Minutes for an Annual Meeting. Minutes are very simple: Who, What, When, Where, Why.

Who was at the meeting?
What kind of meeting (Special or Annual)?
When was the meeting?
Where was the meeting?
Why did you have a meeting (what was discussed)?

You write or type this out and place it in your corporate book behind the Minutes tab. Minutes should be in chronological order.

Day to day business does not require a meeting or minutes. Anything outside of day to day minutes (ie. purchase of property or vehicle by the corporation) requires a meeting, minutes and a resolution. All to be filed in your corporate book.

You should have a meeting each year to elect new officers & directors. The resulting minutes should be filed in the corporate book as discussed previously.

Even though LLC record keeping requirements are not as stringent as for Corporations, you should still maintain a Company Record Book. If you don’t have a Record Book for your Corporation or LLC, we can provide one for you. Just give us a call toll free at (888) 274-1130.

FYI we have Annual Minutes forms on our web site that you may print out and complete. To find them go to our web site  at https://americancorpenterprises.com and click the link for our Resource Center.

Read our previous post about Corporate Record Keeping and Asset Protection.

Also see IRS Audits and Record Keeping https://elitebookkeepingtaxservices.blogspot.com/2013/05/irs-audits-and-record-keeping.html

Find out more about American Corporate Enterprises by visiting our website at https://americancorpenterprises.com. At American Corporate Enterprises, Inc., we have the expertise to handle all your incorporation needs! Contact us Toll free (888) 274-1130 or (775) 884-9380 today.

At American Corporate Enterprises, Inc., we have the expertise to handle all your incorporation needs! Contact us

Toll free (888) 274-1130 or (775)884-9380 today and visit our website at www.americancorpenterprises.com.