Why do I have to file corporate minutes? Well, first of all you don’t file corporate minutes, other than your corporate record book. The reason you have to have shareholder meetings and board of directors meetings is to act like a corporation, in that you have shareholders and they meet once a year to elect the directors of the corporation and then the directors meet at least once a year and they elect the officers of the corporation and make major decisions as far as the business is concerned. So if you don’t have corporate minutes or corporate meetings or shareholder meetings and directors meetings, then you’re not acting as a corporation. You are just fooling yourself and proceeding on as far as it’s your business and you are incorporated.
So what I find many times is people have incorporated, however, they have not issued any stock. They don’t have a corporate book and they don not do corporate minutes. So what does this mean? Well, if you get sued and they can sue you personally, which is probably one of the biggest reasons why you have a corporation is to limit your liability for the business debts or liabilities. So if you don’t act like a corporation and have shareholder minutes and director minutes, well then you’re not acting like a corporation and therefore, could have personal liability for the debts of the corporation. You also need to be sure that the stock is issued and you have a corporate record book with the stock in it or some record of it.
What you do file with the Secretary of State is your annual report and that costs you $150.00 or $200.00 a year and the reason you have to file that every year is because it’s a form of a tax and if you don’t, why then the Secretary of State will dissolve the corporation. And you need to be sure to file it timely because the penalty is about three times what the filing fee is. So be sure that you file by the deadline, which I believe is May 1 of each year. And you need to be sure you get your annual report filed with the Secretary of State.
So if you’d like for me to assist you in the preparation of your minutes or setting up a corporate record book, give me a call at (727) 847-2288.