Minutes and Resolutions

"Covering Closely Held Small Business Company Governance: Meetings, Minutes and Resolutions, More"

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About Dan Young

My name is Dan Young. I am a long-time resident of Las Vegas, Nevada, and have spent most of my time here since 1970 except fDan Youngor a few detours to California and rural Nevada. I have one wife, and one adult daughter.

Over the years, I have owned several businesses and operated or participated to some degree within many, many other companies.

In the early 1980s, I started providing business consulting services with an emphasis on asset protection planning and tax management. A large part of that service included forming and structuring new companies, both in the United States and offshore, for small business operators, professional practitioners, and investors. Over the years I have formed hundreds of companies for clients, including corporations, limited liability companies (LLCs), limited partnerships (LPs), and trusts, domestic and foreign (non-U.S.).

In 1997 I earned my paralegal certificate from the University of Nevada Las Vegas Paralegal Studies program, and I’ve been an independent paralegal since then.

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This website is intended to help you benefit from my experience, insight, and perspective on the internal governance of your formal business entity – your company. I’m here as a constant reminder that your corporate “veil” needs continual attention, refinement, fortification, conscious effort on your part to help reinforce its protective shield.

That’s what it’s all about; a rock-solid corporate veil, accurate and complete formal record-keeping, and . . .  your peace of mind.

For your consideration, here’s a look at some of the reasons why my clients look to me for help, and why you might consider doing the same.

Company Formation Experience

I have personally drafted and filed hundreds of:

  • Corporations
  • Limited Liability Companies (LLCs)
  • Limited Partnerships (LPs)
  • Business Trusts
  • Land Trusts
  • Living Revocable Trusts
  • Irrevocable Trusts
  • Grantor and Non-Grantor Trusts
  • Simple and Complex Trusts
  • Domestic and Foreign Trusts

Document Creation Experience

I have personally drawn thousands of formal governance documents, including:

  • Articles and Certificates of Incorporation, Organization, Formation, and Existence
  • Articles of Amendment
  • Articles of Dissolution
  • Merger
  • Bylaws
  • Operating Agreements
  • Partnership Agreements
  • Declarations of Trust
  • Trust Indentures
  • Land Trust Agreements

Company Meeting Documents:

  • Calls
  • Notices
  • Waivers
  • Written Consents

Company Minutes For:

  • Incorporators Meetings
  • Organizational Meetings
  • Annual Meetings
  • Shareholders Meetings
  • Directors Meetings
  • Committee Meetings
  • Regular Meetings
  • Special Meetings
  • Adjournments

Shareholder and Directors Resolutions regarding:

  • Amendments to Articles
  • Bylaw adoption and amendments
  • Stock Issues
  • Stock Purchases
  • Stock Transfers
  • Dividends
  • Distributions
  • Elections and Appointments of Directors and Officers
  • Removal of Directors and Officers
  • Director and Officer Indemnification
  • Contracts and Agreements
  • Employee Benefit Plans
  • Medical Reimbursement
  • Compensation
  • Elections
  • Proxies
  • Powers of Attorney
  • Property Purchases, Sales, Leases
  • Bank Accounts
  • Brokerage Accounts
  • Commercial Guaranty and Letters of Credit
  • Authorized Account Signatories
  • Fictitious or Assumed Business Names
  • Borrowing
  • Lending
  • Pledging Collateral
  • Gifts
  • Certified Copies
  • Merger and Acquisition
  • Reorganization
  • Liquidation
  • Termination

Real Estate Forms For:

  • Warranty, Grant, Quitclaim Deeds
  • Conveyances
  • Deeds of Trust
  • Mortgages
  • Substitutions of Trustee
  • Full and Partial Reconveyance
  • Title Insurance Companies
  • Escrow Companies
  • Real Estate Agents
  • Lending Institutions

Company Executive Officer Experience

I’ve held the position or prepared documents for:

  • Incorporator
  • Resident Agent
  • Shareholder
  • Stockholder
  • Director
  • President
  • Vice President
  • Secretary
  • Treasurer
  • Member
  • Manager
  • General Partner
  • Limited Partner
  • Trustor
  • Trustee
  • Fiduciary
  • Beneficiary
  • Protector
  • Independent Fiduciary
  • Assistants
  • Pro Tem

Business Relationship Experience

I have had extensive dealings with:

  • Small business owners (and their husbands, wives, children, family members . . .their concubines, lovers, silent or secret partners . . .)
  • Professional practitioners
  • Partners (active and silent)
  • Investors
  • Bookkeepers
  • Accountants
  • Certified Public Accountants
  • Enrolled Agents
  • Lawyers and Attorneys
  • Barristers
  • Queen’s Council
  • Asset Protection Planners
  • Financial Planners
  • Estate Planners
  • Investment Advisors
  • Stock Brokers
  • Bankers

U.S. Federal and State Litigation and Income Tax Audit Experience

I’ve had extensive experience with the American legal and tax system:

  • I testified in state and U.S. federal court proceedings
  • I have been compelled to answer interrogatories and be deposed
  • I’ve been involved with civil litigation and lawsuits in State courts
  • I was civilly sued in Federal District Court
  • I have experience with individual income tax audits (form 1040)
  • I have have experience with various business income tax audits (forms 1120, 1065, 1041)
  • I have participated in many IRS examinations (audits) of individuals, companies and trusts that resulted in determination letters with a deficiency, no-change (returns accepted “as filed”), and taxpayer refunds
  • I have represented corporations, LLCs and trusts in income tax audits
  • I have been summonsed or subpoenaed in connection with civil litigation involving law suits, liens and seizures, divorce proceedings, bankruptcy, tax audits; and even a few criminal matters

Administrative Procedures

I have dealt directly with state or federal agencies regarding:

  • Professional Licensing Boards and Regulators
  • Property Assessors
  • Administrative Agencies
  • Municipalities and Commissions
  • Business License
  • Permits
  • Zoning Issues
  • Construction
  • Real Estate Transfers
  • Taxes

Global Perspective

I’ve worked with government agencies, professional firms, companies and folks in diverse jurisdictions:

  • Several U.S. States
  • District of Columbia (DC)
  • Louisiana (Roman/French-Napolianic/Spanish Civil Code)
  • Austria (Civil Law)
  • Belize (British Commonwealth)
  • British Virgin Islands (British Overseas Territory)
  • Canada (British Commonwealth)
  • Great Britain (U.K.)
  • Hong Kong (pre-1997)
  • Isle of Man (British Crown Dependency)
  • Nevis (British Independent Territories)
  • Panama (Civil Law)
  • Saint Vincent and the Grenadines (British Commonwealth – see image below)
  • Switzerland (Civil Law)
  • The Bahamas (British Commonwealth)
  • Turks & Caicos Islands (British and Overseas Territory/Crown Colony)
Dan Young and Sir James Mitchel

Dan Young and Sir James Mitchell, then-Prime Minister of Saint Vincent and the Grenadines (c. 2000) at Bequia Is., SVG.

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