Sunday, March 14, 2010

Importance of Corporate Minutes and Resolutions in Protecting the Corporate Veil

The main advantage of corporate companies is that shareholders are mostly free from liabilities other than the equivalent of the money they have invested.

The company is legally a separate entity may incur its own debts, buy and sell property, to operate under its own name and to sue and be sued separately from its investors.

This also applies to the company's (LLC) members and a limited partnership's (LP), limited partner.

However, certain actions by a shareholder, a director or an officer who would risk its status as a legal entity.

Actions that fail to treat it as a separate entity would result in the courts and the IRS to do the same.

If it happens it will affect investors' tax status and personal liability.

To avoid crossing the line and maintain the veil that separates the investors from the enterprise should take measures for good governance and respect all formula.

Some steps investors, directors and employees can take is to hold meetings, pass resolutions and prepares minutes.

One way to keep a company's veil is by keeping good corporate minutes and prepare them in a good way.

Preparation of minutes and decisions is not a difficult task and requires no special skills.

It merely needs to make an effort to start systematizing the process of achieving corporate minutes and resolutions to cover the official company business.

When a system is in place, can be automated.

Corporate minutes of a meeting refer to the written minutes of a meeting. It often contains an overview of the structure of the meeting includes:

• A list of all those present

• An explanation of the various issues before the participants

• The responses of each purpose

A business decision, on the other hand, is a legal document used as evidence of a decision of a board or shareholders.

The resolution can be about any subject, but it is very common because it is required by banks and securities firms to open accounts, is to identify those individuals who will be authorized to act on behalf of the company.

A corporate secretary is usually a problem with registration of events and actions, rather than in a corporate meeting.

A good corporate secretary should understand that resolutions in minutes can be equated with a contract between the company and directors or shareholders.

Just like any contract, the language of the minutes and the decision to be simple, clear and unambiguous.

This process will help to keep the formality of the processes within the company and maintain the division between the investors and the Corporation.

There should prevent the shareholder's personal assets in the course of litigation

To learn more about the preparation of meetings and decisions or about other ways to avoid personal commitments litigator, you should contact your company's lawyer for help.

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