Corporate Record Keeping

How To Protect Your Business

Presented by: Jason Giesler

(800) 648-0966

[email protected]

Who is Laughlin Associates?

Corporate Formation and Compliance Company

Small Business Consulting and Education

Asset Protection and Income Retention

In Business Since 1972

1-800-648-0966Presenter: Jason Giesler

Seminars & Workshops

• How to Use Your Corporation• Asset Protection• Tax Reduction• Secrets of Using a Corporation• Business Owners Boot Camp

Seminar Speakers Include:

Attorneys – CPA’s – Financial Planners


Different Types of Business Entities

Sole Proprietorship

Limited Partnership

Corporation (C or S)

Limited Liability Company(LLC)


C Corporation

S Corporation

Limited LiabilityCompany


What Do All Business Entities Have In Common?

It’s Not An Option…….It’s Required By Law

Business entities are required to keep records in all 50 states


Corporate Formalities

What are they?

• Minutes• Resolutions• Documentation

Who might ask for them?• The IRS• Opposing Counsel• Shareholders 1-800-648-0966

Presenter: Jason Giesler

10. Corporate minute book and stock register.

IRS Summons


Legal Summons

You are ordered to produce the business

records


You Must DOCUMENT

In Order To DEFEND!


Fact

If your corporate records are not inorder and you are sued, you could be

stripped of all liability protection and tax benefits.


Fact

If your company is found to be in bad standing, you could be held personally liable for the debt of the company and any penalties for undocumented tax deductions.


Wurzburg Brothers, Inc. v. James Coleman

The president failed to sign the promissory note for $44,419.68 with his title. When the company defaulted on it’s payment, the president was found to be personally liable because he did not sign in his representative capacity.

Judgment: $44,419.68

MANCORP, INC,. v. John C. Culpepper

The courts found that John C. Culpepper was nothing more than the alter ego of Culpepper Properties Inc. He showed noncompliance with corporate formalities and commingled funds by paying corporate debt with personal checks.

Judgment: $150,000

Actions That Should Be Documented

S Corporation ElectionSale of StockApproval of Employee AgreementApproval of EquipmentOfficers SalariesAcceptance of AccountantPurchase of PropertyQualifying to do Business Issuance of DividendsWaiver of Notices to Hold Meetings


Qualified Retirement Plans Issuing StockChanging DirectorsOpening a bank accountTaking a corporate loanCapitalizing the CorporationAuthorizing Fringe BenefitsContracts with 3rd Parties

Actions That Should Be Documented (continued…..)


Annual MeetingsNotices of MeetingsEntering into a LeaseAppointment of officersAppointment of directors Amendment of ArticlesAmendment of By-Laws

Actions That Should Be Documented (continued…..)


What is an alter-ego?

Personal Assets:

•Home

•Bank Accounts

•Retirement

•Other Assets

Business Assets:

•Property

•Bank Accounts

•Equipment

•Cash Assets

•Other Assets

Business LifePersonal Life

Piercing The Corporate Veil

Proving that a corporation exists merely as an alter ego for an individual, so that in a

lawsuit, the defendant can be held personally liable for the damages of the

corporation.


If you've failed to keep proper corporate records and if you are ever sued - you have a 50-94% chance of losing your personal assets in order to satisfy a judgment.

Cornell Law Review

“

”


• Your corporate charter being revoked.

• Paying tax penalties on disallowed deductions.

• Shareholders becoming personally liable for the corporation’s activities/debts.

• Allowing a creditor, the IRS or attorneys to pierce the corporate veil seize your personal assets.

Failure to maintain Corporate Formalities can lead to:


Why The Compass Group?

• Secure Your Corporate Veil• Stronger Asset Protection• We Do The Paperwork So You Can Run Your

Business• Keep Your Company In Compliance• Cost Effective

Over the last 37 years, we have assisted over 77,000 companies with getting and keeping their companies in compliance.


• They tend to treat their business like a sole proprietorship

• They don’t always document business decisions

• They co-mingle funds and assets

• They don’t know what documents they must maintain to stay in compliance…so they do nothing.

Small Business vs. Larger BusinessesSmall Business vs. Larger Businesses


The Compass Group Provides

MinutesResolutionsFilingsAmendmentsMeetingsNotifications


Complete Corporate Veil Protection Service

• Initial review of your Corporate Status with your Corporate Coach. Our quick and easy questionnaire outlines which documents your company needs now.

• Unlimited Corporate Documents-minutes, resolutions and amendments.Unlimited access to your personal Corporate Coach by phone or e-mail anytime to receive quick, knowledgeable answers to your questions.

Ongoing maintenance of your corporate records-Continual contact and review of your corporate status.• Subscription to “The Power of Inc.” monthly e-newsletter- Receive updates of current information affecting your business.• Assistance with state filings• On-Going Webinars-Learn from the convenience and comfort of your own office.


[email protected]

Next Steps

• Call 1-800-648-0966 to get your Complete Corporate Veil Protection Service or to set up a complimentary consultation.

• Your Paperwork Coach will contact you TODAY-to start get your company in compliance.

30-Day Money Back Guarantee

Let’s Get Started!1-800-648-0966

Presenter: Jason Giesler

[email protected]