Corporate Paperwork

Paperwork for your corporation, LLC or LP is important. A failure to have it in place can lead to piercing of the corporate veil and the imposition of unlimited personal liability. Piercing the corporate veil is when someone gets a judgment against the company (ie: wins a lawsuit) and argues because you, the company’s owner, didn’t follow the corporate formalities they should be allowed to collect from you personally. We do not want this to happen.  This is bad! Please make sure you have the proper paperwork in your company minute book. The following checklists apply to the respective entities.

 Corporations

• Articles of Incorporation
• Corporate Charter from the Secretary of State
• Resident Agent form filed with the State
• SS-4 notice with Employer Identification Number assigned by the IRS
• Bylaws
• Minutes of Meetings (Organizational, Annual and Special, plus waivers and notices)
• Share Certificates (originals or copies)
• Share Register
• Form 2553 (if you filed for S corporation taxation)

 Limited Liabilities Companies (LLCs)

• Articles of Incorporation
• Certificate of Organization from the Secretary of State
• Resident Agent Form filed with the State
• SS-4 notice with Employer Identification Number assigned by the IRS
• Operating Agreement
• Minutes of Meetings (Organizational, Annual and Special, plus waivers and notices)
• Membership Certificates (originals or copies)
• Membership Register
• Form 8832 if you filed for a corporation tax election

 Limited Partnerships (LPs)

• Certificate of Limited Partnership (LP-1)
• Certificate of Formation from the Secretary of State
• Resident Agent form filed with the State
• SS-4 notice with Employer Identification Number assigned by the IRS
• Limited Partnership Agreement
• Minutes of Meetings (Organizational, Annual and Special, plus waivers and notices)
• Limited Partnership Certificates (originals or copies)
• Limited Partnership Register

Please note that some of the documents listed above may be known by different names in various states. The important task is to make sure you have one of each type of form in your company minute book to maintain your protection.