You’ve done it! You’ve officially incorporated and now have your own company. Many of our clients come to us long after they have first incorporated, and ask for our help in making sure that they are complying with all of the rules and regulations that apply to California corporations. Many incorporate to create a limited liability shield to protect themselves in the event of something going wrong. What they do not realize, however, is that failing to comply with certain formalities of a corporation can cause you to lose that shield.

To make sure that you are in compliance and are protected, your corporation should keep an up-to-date corporate binder. Your corporate binder basically contains evidence that you have been operating your corporation by following all of the corporate formalities. As such, if you are sued, the law should protect your personal assets from the business’ assets and operations.

Besides protecting you from personal liability if your corporation is sued, an up to date corporate binder may also save you if the IRS or any other governmental agency conducts an audit. Again, the corporate binder will contain valuable information that the IRS or any other governmental agency will want to analyze during such an audit. Here are the documents that we recommend having in your corporate binder:

• The filed articles of incorporation, including any amendments;

• The bylaws, including any amendments and restatements;

• The minutes from the first organizational shareholder’s and director’s meeting;

• Properly executed stock certificates and completed stock transfer ledger;

• Copies of the corporation’s EIN, completed 25102 notice to the Commissioner of Corporations, and, if applicable, fictitious business name statements, business license, and seller’s permit;

• Copies of annual Statements of Information filed with the CA Secretary of State;

• Annual minutes, or consents, of the board of directors and shareholders; and

• Special minutes of the board of directors affirming significant corporate acts.

If you want to make sure you are properly protected, schedule an initial complimentary appointment and we’ll be happy to help review your corporate binder during the meeting.

Glendale Location

616 E. Glenoaks Boulevard, Suite 203

Glendale, CA 91207

Sherman Oaks Location

15303 Ventura Boulevard, Suite 900

Sherman Oaks, CA 91403