chapter 3


Corporate records help you stay compliant with federal laws and the IRS. Though you may think your company is "incorporated" and safe from scrutiny, the government can still pull the plug on your business if it's not keeping up with records to demonstrate compliance. Even if you aren't incorporated, it is still recommended to keep these records for your own future reference in the event that your company becomes involved in litigation.

Meeting Minutes

If your business is incorporated, you are required by state law to have at least one regular, or annual, business meeting. During this meeting, there should be a list of agenda items that need to be voted on, including electing a board of directors—people who have certain powers to make decisions for the company.

All of these votes and decisions should be recorded in the Meeting Minutes, where you should also include a list of attendees. Make sure that you keep these minutes in a safe place, so that you can demonstrate later that you followed corporate compliance regulations.

Corporate Records

The requirements for Corporate Records vary from state to state. While California only requires that Corporate Bylaws and Meeting Minutes be kept, other states, like Florida, require a longer list of records to be kept. These can include:

  • A list of the names of past and current members

  • All amendments to the operating agreement or bylaws

  • Copies of income tax returns from previous years

  • Copies of financial statements, including records of member contributions

Be sure to check out the state requirements for corporations and LLC's, or ask a lawyer about the requirements for your specific business.

"If you don't maintain an 'active' status in the state that you do business in, then you run the risk of all contracts that you have with third parties being voidable by the third party."

Do I need a registered agent?

If you don't maintain a registered agent you may be prohibited from doing business within your state. You may also be subject to monetary penalties.

This agent—which can be a business or an individual—receives important legal and tax documents on behalf of a business (corporation or LLC). They must be on hand to receive and sign for those documents. The idea is to make sure that processes, such as the receipt of tax documents or notice of a lawsuit, are as smooth as possible by eliminating the excuse that important information got "lost in the mail."

So, what if you want to be your own registered agent? You can certainly be your own agent, but before you make that decision, you should ask yourself this: "Will I be available 24/7?" U.S. business law dictates that you must, at all times, have a registered agent available to receive these documents during normal business hours. If you do most of your business away from your primary business address, as an independent contractor might, or if you are occasionally away from your office to meet with prospective customers, you would not be available to receive documents. Like most business owners, you will probably want to hire a separate registered agent who makes it their business to always have someone available.

Rocket Lawyer's registered agent service can help you in this arena.


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