By Lane V. Erickson, Attorney
Everything runs smoother in a business when you are organized. This is especially true when your business is a corporation or an LLC. The reality is that most states require corporations and LLCs to keep certain types of records. Doing so is both a good business practice and can help you keep in good standing in the state where you created your corporation or LLC. Records that corporations and LLCs should or are required to keep usually fall into the following 4 categories:
1. ORGANIZATION AND OPERATIONAL DOCUMENTS
The basic organization of an operational document that every corporation and LLC should keep and maintain in their corporate record book include the original filing documents, any document from the Secretary of State authorizing and granting the creation of the corporation, all annual reports and filings, and any articles of incorporation, bylaws and/or operating agreements. These are the basic documents that work to create the entity in the first place. These documents should be kept in the corporate record book, and copy should be given to each owner or member of the entities.
2. OWNERS AND CONTRIBUTIONS OF CAPITAL
Another basic form of documents that should be kept in the corporate record book or a list of the current owners as well as any Capital contributions that are made by any of the owners. Many states require an accounting of the capital contributions that are made by each member so that when the entity dissolves capital contributions can be paid back to these owners.
3. CORPORATE MINUTES AND RESOLUTIONS
Another basic category of document would be the corporate minutes and resolutions that are made in the normal operation of the business. Minutes are a fancy way of describing the notes that are taken from any corporate meetings that occur. Resolutions are a different category of this type of record. An example of a resolution is when a corporation makes the decision to purchase real estate as part of the business. The owners of the corporation would all resolved that purchasing the real estate is the decision of the corporation. This corporate resolution can then be provided to lenders who may be providing the financing for the purchase of the real estate, or to the seller of the real estate as an assurance that this is in fact a corporate action authorized by the corporation.
4. FINANCIAL AND TAX RECORDS
The most easily understood category of corporate documents that must be kept on the financial and tax records. corporations must file tax filings every year the same as individuals. These tax records should be kept for several years as a regular part of the corporate record-keeping. Additionally basic financial records such as finance statements, balance sheets, profit and loss statements and so forth are commonly kept by corporations and are distributed to the owners or shareholders regularly.
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