Facilitate organizational and annual board and stockholder meetings to elect officers and directors.
The primary reason for incorporating your business is to preserve and protect your assets and wealth from business liabilities. Maintaining good corporate records is essential to making sure that your business creditors cannot access your personal assets.
In the event a client is unable to continue operations, I will assist it with the winding down of business operations as quickly and smoothly as possible. If necessary, I introduce clients to our network of bankruptcy counsel and I work closely with bankruptcy counsel, to facilitate a smooth end to your business.
One of the important benefits of doing business as a corporation is the limited liability you have for corporate obligations. Careful observation of corporate formalities, including many of the following procedures, are necessary in order to retain the limited liability protections.
In certain instances, creditors or litigants can attempt to impose personal liability on principals in a close corporation by claiming that the corporation is a sham, a device created merely to defraud creditors, or is being run as a sole proprietorship (e.g., there has been a commingling of corporate and individual property, the entity was not properly formed, formalities have not been followed, or the entity was not properly capitalized). The process of imposing individual and personal liability is referred to as “piercing the corporate veil” or “disregarding the corporate entity.” Ordinarily, a party seeking to pierce the corporate veil will have a heavy burden in attempting to persuade the courts to disregard the corporate entity.
It is extremely important to maintain the formal integrity of the corporation as a separate legal person from its shareholders. Failure to observe corporate formalities may cause the corporation’s separate legal existence to be disregarded, resulting in personal liability for those conducting the business.
Doing business as a corporation has many annual compliance requirements. I look forward to working with you in your annual corporate compliance and governance and have several checklists and best practices tools to help you achieve such.