Corporate Paperwork Package

A Corporate Paperwork Package consists of all the formation documents, corporate resolutions, annual reports and appropriate partnership papers. A complete, accurate and thorough Corporate Paperwork Package is critical when a company finds itself in a lawsuit, tax audit, or perhaps is lucky enough to be considered for an acquisition. The problem for most companies is, the Corporate Paperwork Package is usually the last thing a company thinks about from day-to-day, yet when it’s needed, it’s needed on very short notice.

Without the right paperwork, a company can see its liability protection destroyed under the theory of “piercing the corporate veil” if it fails to follow corporate formalities. This requires the company to prove (1) what its corporate formalities are, and (2) that it’s following them.

Therefore, the Corporate Paperwork Package from L4SB takes on the administrative burden, and adds peace of mind that the company’s paperwork is complete, accurate and thorough — available at a moment’s notice.

A proper and complete Corporate Paperwork Package will consist of several components:

Formation Documents. Formation documents consist of the appropriate paperwork establishing the company. For a Corporation, that includes the Articles of Incorporation and Bylaws at a minimum, and depending on the State where formed and the nature of the Corporation, it can also include a Certificate of Incorporation, Buy-Sell Agreement and more. For a limited liability company (or LLC), that includes the Articles of Organization and Operating Agreement, and depending on the State and the nature of the LLC, it can also include a Certificate of Organization and more.

Every type of entity has its own requirements, and every entity must update and revise its formation documents as appropriate. For example, if the company changes its name or uses a DBA, you would expect appropriate amendments to the Articles and other related documents, let alone the state and local filings to permit the name change or DBA. Similarly, any of the following can trigger the need to update formation documents and/or obtain additional documentation:

• Adding or removing owners
• The death or incapacity of an owner
• Changing the tax status of the company
• Changing the physical location of the company
• Operating in other states or local jurisdictions
• Changing or expanding the business purpose of the company
• Changing the Registered Agent of the company
• Changing the type of entity (i.e. switching from Corporation to LLC, or visa-versa)
• Merging the company into another company
• Purchasing or selling substantially all the assets or a significant asset
• Reorganizing
• And much more

Corporate Resolutions. Corporate resolutions are company-generated documents that prove the company is abiding by, and following, the formation documents. These usually involve documenting company meetings and the exercise of company power, where the appropriate owners with voting rights vote on specific issues of concern, whether exercising company power, approving loans, hiring or terminating officers, purchasing significant assets, and much, much more. The corporate resolutions, therefore, generally consist of “Meeting Minutes” and the “Adopted Resolutions” established at company meetings.

Without clear documentation and corporate resolutions, the company has no way to prove it’s authorized to conduct certain transactions or enter into certain relationships. This means, without clear documentation, owners can create personal liability problems for themselves by permitting an aggrieved plaintiff to seek to “pierce the corporate veil” because the owners are not “following proper corporate formalities.”

Annual Reports and Related State/Local Paperwork. Companies are required to register at the state and local level for a variety of things, and sometimes even at the federal level. All this documentation should be kept in a single place, and updated as appropriate.

Appropriate Partnership Papers. Appropriate partnership papers includes proof of ownership (i.e. owners list, capital table or share log, as appropriate), as well as any and all agreements relating to the company and its ownership. This could include a simple buy-sell agreement for a Corporation, or it can include a robust and complex stock option plan. Every business is different, but it’s critical to keep this information organized, accurate and in one central location.

What is the Fine Print?

This is a month-to-month service that you can change or cancel at your convenience. We’re not locking you into a contract. However, there are no refunds. We also limit attorney calls to 15 minutes per call for the Attorney-on-Call option.

We may be required to turn over your Corporate Paperwork Package if we receive an authoritative subpoena or court-order, although we’ll work with your attorney (if not us) in an attempt to preserve our attorney-client privilege.

We’re a paperless office and use the latest-and-greatest systems and processes to protect our clients’ confidentiality. The Corporate Paperwork Package, therefore, is all electronic. If you have original documents you wish to preserve, then you should scan such originals and send us the scanned copies — and you should keep the originals yourself as you see fit.

While free annual reports and amendments to Articles are part of this service, we still require reimbursement for the state fees associated with such activities.

Attorney time preparing or revising documents is not included with this service, and therefore will cost extra if needed.

Finally, please see our product page for this service, for other applicable terms and conditions.

Let L4SB maintain the corporate documents for your company, starting at $34/month, with key benefits for company maintenance.

Additional options include:

1. Initial Audit of Paperwork Options
   • Simple, 1-3 Docs: $49 sign-up fee
   • Moderate, 4-6 Docs: $199 sign-up fee
   • Complex, 7-20 Docs: $699 sign-up fee
2. Attorney-On-Call Options
   • 1 call a month: $45 additional to monthly fee
   • Up to 3 calls a month: $165 additional to monthly fee
   • Up to 10 calls a month: $565 additional to month fee