Forming a Corporation
Many entrepreneurs find it useful, if not necessary, to incorporate their business. Incorporation provides several business benefits, including liability protection. However, it is important that, even though running and maintaining a business can be time-consuming, the corporate status of the business is maintained. An entrepreneur may do this by making sure to follow corporate formalities, which are explained in more detail below.
Your attorney or accountant may have explained the corporate formalities to you, but it is imperative that you follow them. According to Phil Thow, the good news is that, if you have incorporated as a C or an S corporation, you may have already done many of the things that need to be done. For example, if you have incorporated your business, you have already filed the appropriate forms and fees with the Secretary of State, and have prepared Bylaws and the first minutes of the corporation. However, there are other formalities that must be complied with in order for liability protection to extend to your business.
Firstly, you must have annual shareholder and board of directors meetings, as specified in your corporate bylaws, and keep minutes of those meetings. Phil Thow recommends that you have all significant corporate actions approved by the Board of Directors during the annual meeting or by specific corporate resolution. The Secretary of the corporation should sign off on the minutes and those minutes should always be kept in the corporate minute book for both easy reference and as a corporate record in the event of legal action. “Significant corporate actions” can be anything from appointing new officers, salary decisions for those officers, business commitments and contracts, or corporate financial decisions.
Secondly, it is very important that financial accounts for the corporation are kept completely separate from personal accounts. You and your corporation are entirely separate legal entities and the funds of those entities must be kept separate as well. Phil Thow stresses that any commingling of personal and corporate funds could have a huge negative impact on the business’ corporate status, and could even cause the business to lose its corporate status, which would also lose the important liability protection afforded by incorporation.
Taking the time and money to incorporate is a very important step for a business to take. Make sure your business keeps the corporate status you have invested your time and money to acquire by following all the rules to maintain your corporation.