Meetings, minutes and resolutions are essential aspects of company governance, whether your business is a closely held corporation or LLC, or a large firm with thousands of stockholders.
I have worked with a diverse group of folks, from a wide spectrum of backgrounds and business categories. They come from all over the United States and abroad. They had small businesses or professional practices; they managed real estate holdings and securities. They all needed minutes and resolutions.
Why? Because they had businesses or practices organized as legal entities: a corporation, limited liability company (LLC), limited partnership (LP), business trust or another form of business association.
A “company” – a formal business organization – makes it possible for its principles to realize significant tax benefits and limited personal liability that would otherwise be unavailable if they were operating as a sole proprietor or general partnership.
A trust may hold real and personal property, as part of an estate plan, to protect assets, and to provide personal and financial privacy. Be they revocable, irrevocable, or hybrid entities domiciled onshore and offshore, trusts need minutes and resolutions from time to time, also.
Meet Dan
Hello. My name is Dan Young, and I am an independent paralegal and personal business consultant in Las Vegas, Nevada. I have over 30 years’ experience helping small and closely held business owners and operators manage and maintain the formal governance aspects of their incorporated businesses, unincorporated organizations, associations, and trusts.
I can help you, too. Call me now on 702.506.5112 to discuss your situation. There is no fee to talk with me, and your call is strictly confidential.
Threats Far and Near
Business owners and operators seek out safe harbors for their business operations – formal, legal, recognized business entities such as corporations, LLCs, and other statutory companies. They want refuge from preying sharks, pirates, storms and sea changes. Why? One lawsuit can potentially torpedo your business, resulting in financial ruin due to a crushing judgment, lien, or property seizure.
Your partners, business associates, and employees. Loved ones, close friends, and confidants. Customers, suppliers, contractors. Lawyers. The government . . . .
Guess what? Bad guys and creeps are everywhere, and they are out there, right now, looking for opportunities to take financial advantage of your business success for their own gain. Guess what else? Good guys are bad guys, too! Give some people any opening at all and they may end up owning your business while you go broke.
I can help you protect your interests. We’ll start with a thorough review and update of your corporate minutes and resolutions. From there, we can continue to build more “substance” to help reinforce your legal corporate “veil” and protective shield.
Call me on 702.506.5112 in Nevada (Pacific Time). Let’s talk about your concerns and needs. Your initial consultation is always FREE.
Minutes and Resolutions: Part of Your Corporate Shield
When your corporation or LLC was formed it was endowed with separate legal existence by the state where it was filed and registered. Along with that unique existence, it has a personality all its own with limited liability to protect its owners. As an owner or stockholder, your personal liability for corporate obligations is generally limited to your investment in the company, that is, what you paid for your share of the business.
However, after your company is formed, as you operate it, your actions – and inactions – can jeopardize its separate legal existence and tax status. If that is compromised, you could become personally liable for your company’s debts, obligations, and other liabilities. You want to avoid this from happening.
Your small business entity is entitled to the same benefits, tax deductions, write-offs, privileges, and perquisites as the large corporations and firms. It is also bound by the same rules of corporate governance as the large corporations and firms.
Further, if you are a director or officer, you very likely have a duty – a responsibility to the com
pany and its shareholders, owners, directors, managers, and officers – to see to it that proper company governance is observed. If you neglect this vital duty, you could be personally liable to the company and its principles. You may also find yourself on the hook to outside creditors, tax agencies, and other claimants.
Can you avoid this kind of personal liability for company actions?
Courts – and the IRS – have been crystal clear on this subject: If you neglect to treat your company as a separate legal entity, they will too! They can set aside your company with its corporate shield and impute personal liability to shareholders, directors, and officers. Say goodbye to tax benefits, too. Judges and tax auditors use legal principles that contain terms like “alter ego”, “nominee”, “self dealing”, “arm’s length”, “sham” and “failure to observe corporate formalities” to justify allowing creditors to “pierce the corporate veil” and come after owners and operators personally for satisfaction of court awards, judgments, liens, levies, and seizures.
Litigators Know This
When you are sued, plaintiff’s attorneys will try to demonstrate that you ignored or neglected to attend to the details of good corporate governance. Like holding annual and other regular or special meetings, adopting resolutions, following the articles and abiding by the bylaws; and recording such events, actions, and decisions in the minutes of your company’s formal proceedings.
Why? Because your negligence with the corporate formalities may be the easiest thing for them to prove.
Tax auditors assume you are negligent, too.
IMPORTANT POINT: Your extreme dereliction is evidenced by your lack of formal corporate minutes and records!
Your attackers have learned from much experience that most small business owners and operators are ignorant, intimidated, or just too busy to tend to such formalities as holding corporate meetings and recording minutes and resolutions. So, their attack initially focuses on, among other things, your company formalities and the records of your meetings, minutes and resolutions, i.e. your observance of formalized company governance. When your adversary figures out (and they will, easily) you have neglected your duty to operate your corporation like a corporation, especially where your duty to hold meetings and make minutes and resolutions are concerned, they know their chances of prevailing against you are greatly increased.
As in, slam dunk!
Result: Payday!
Once your company’s corporate “veil” is pierced, the prevailing party is well on their way to getting a personal judgment or lien against its shareholders, directors, and officers. That would be . . . you, and perhaps other folks closest to you! So, that’s exactly where their initial focus is directed when your adversary launches a legal attack on your company and you, personally.
Get It?
I understand how this can go. Listen to me: Do NOT procrastinate. Let’s talk about getting your corporate records organized and current. Call now: 702.506.5112.
Can It Happen To You?
Your personal war might start with some form of legal entanglement: a lawsuit, administrative agency inquiry, or a complaint filed by a disgruntled employee; divorce, bankruptcy; a judgment, lien, seizure. Or, God forbid, a revenuer’s “Notice of Examination.”
Among the first salvos launched by counsel for the plaintiff, or the Revenue Agent: a subpoena duces tecum, or summons, demanding copies of your formal corporate records, including your minutes and resolutions. That’s the way it works. Your corporate records need to be in good order. Or else . . . YOU LOSE!!! Right out of the chute.
What stands between you and your corporation is its protective “veil.” That armor shield keeps corporate creditors, litigants, revenuers and other real-world adversaries from merging you with your company. If they can morph you two into one ugly creature, they can legally attach your personal assets to satisfy their claims against your company.
But, but, but . . . you say?
That’s the sound of your company’s separate legal existence with its protective shield speeding away from you like a motorboat.
Helping You Help Yourself
Primarily, my service is helping you prepare your corporate minutes and resolutions, bylaws, operating agreements, plans, and other formal governance documentation. And after that, I help you abide by those documents and their attendant requirements and rules. That’s called “governance.”
If necessary – and this is not uncommon – you and I can re-construct your company minutes and resolutions starting from the moment the company articles were filed with the Secretary of State; from the initial incorporators’ minutes, organizational meeting minutes, first meetings of the shareholders and directors, all the way through to this current year’s annual meeting minutes. Complete!
Together, we can reinforce your corporation or LLC’s veil by armor-plating and fortifying that protective shield.
I will help you do that from an asset protection perspective. And, I’ll do it drawing on over 30 years of real-world hard-knocks experience with litigation, tax audits, and other life-changing challenges.
May I help you do what you need to do for your company, yourself, your family, and your business partners? Aren’t they counting on you to get this right?
May I help you hone the process by making minutes and resolutions simpler and less troubling?
Let’s talk about it. My personal number is 702.506.5112. Your call is important. I’ll take your call unless I’m engaged with another client. In that case, leave a message and I will call you back.
Achieving Your Goals
I am a long-time independent paralegal that provides specific limited self-help services to a select clientele. I also offer personal consulting services to private business owners like you.
I can work with you to help you claim and keep your corporate benefits, including:
- Limited personal liability
- Income tax features
- Personal and financial privacy
- Asset protection
- Your company’s separate legal existence
- Compartmentalizing assets and liabilities
- Bullet-proofing your personal affairs
- And, much, much more!
Caveat
I am not an attorney. If you want or need legal advice, you should always talk to a competent licensed lawyer or other legal advisors.
I am not a CPA, accountant or tax consultant. If you need accounting or tax advice you should always talk to a competent accountant or tax advisor.
I am not a certified financial or estate planner.
I do not, in my ordinary course of business, act as an incorporator or company creation agent (a company formation “mill”).
I do not usually serve as a company Registered Agent, or provide companies with a Registered Office or Resident Address.
I am not a promoter with a particular angle or agenda or program to sell you on.
I am here only to help you manage and maintain your business entities and legal structure that you have already established and operate
ATTENTION: You Just Found Your Solution!
Protect your small business company’s shield; its veil, its armor, that protective barrier standing between you and it. Get and stay in compliance!
Modern methods and available options can greatly simplify the process of conducting and recording corporate formalities.
Did you know. . . “written consents” can be drafted in lieu of calling and convening “live” meetings? Would that make your closely held small business company governance so much simpler and easier on you?
Are you aware that. . . “electronic communications” including online, Internet, email, video, telephone, and other forms are recognized and legal in most state jurisdictions as viable alternatives to calling, noticing, and holding actual in-person physical corporate meetings?
Who will help you?
I can help you bring your company into compliance using contemporary means in this age of information, electronic communications, and technology.
Be smart. Do your corporate duty: Make and keep your company in compliance. Get with the program!
Let’s talk soon. We can discuss all your corporate governance needs. We can simplify the process for conducting your company’s annual, regular and special meetings. We will work to help protect your stakeholders, members, directors, and officers. Together, we will work to implement the best practices, using modern methods and 21st Century technology.
Don’t delay any longer. Call me now on 702.506.5112. Or, click now on the “Contact” pop-up button on this page to send me your question. Let’s set up a time to talk about how we can work together to create and maintain your formal company minutes and resolutions. They won’t create themselves, you know.
Remember, there is NO CHARGE for your initial consultation – it’s totally FREE!
My Specific Offer To You:
I will invest a fair amount of my time consulting with you on the front end to learn about your company structure, current situation, and the state of your formal minutes and resolutions. At no charge to you.
While I’m at it, you will have more than ample time and opportunity to determine for yourself what, if any, true value I can be to you and your company. You can test me, see if I’m what you are looking for.
If you and I decide we are compatible, that we can work well together, then we can move forward with a working business relationship that is based on first-hand knowledge and experience with each other.
Otherwise, you are free to dismiss me with NO OBLIGATION on your part. Whatsoever. I promise: I will be more than fair with you, and I will perform professionally, and to your satisfaction.
Confidential. No catches. No strings. You have nothing to lose except that sick feeling in your gut every time you remember how badly you’ve neglected your corporate duties.
Ultimately, whether you decide to work with me or another competent provider, you really do need to do this. You know that. Now, let’s move this project forward.
Here’s wishing you all and only the very best!
Dan Young
P.S: Call 702.506.5112 now to schedule your FREE consultation. No commitment. No obligation. At all.