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LIMITED LIABILITY AND SHELF CORPORATIONS

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CORPORATE RESOLUTIONS:  HOW?

WYOMING REGISTERED AGENT SERVICE

WHY ARE COMPANY RESOLUTIONS IMPORTANT FOR MY BUSINESS?

Resolutions are internal record keeping measures to keep the company separate from your personal affairs.  It demonstrates the intent and practice that the affairs of the company are not your personal affairs.  This is important because if your personal business and that of the business operation are commingled, it will appear that there's no boundary between the two.  If this happens, an opponent may attack the corporate veil of the company.

WHAT IS THE CORPORATE VEIL?

The corporate veil is simply the "separateness" of the company from your personal life, and personal affairs.  If this is compromised, then an opponent (litigious or otherwise) may argue that you, as the owner of the company, should be personally liable for the debts of the company.  Maintaining the corporate veil will protect your personal assets from the liabilities of the business.

Corporations and LLC's offer limited liability as a benefit by incorporating.  Maintaining the corporate veil strengthens the limited liability of the company and protects your personal assets.  Ignoring company resolutions and the corporate veil will weaken it, and expose you to the liabilities of the corporation or LLC.

HOW DO I PREPARE AND RECORD COMPANY RESOLUTIONS FOR MY BUSINESS?

The answer is surprisingly simple and easy.  The less complicated the practice, the more likely you'll complete the resolutions.

Obtain a cheap three ring notebook from a local office supply store, if you need to catch up on the resolutions.  If this is a new business, then obtain a spiral notebook.  Think of this as a diary of the business.

Enter the date what the business resolves to do, then sign your name and title.

Examples:

07/15/2009  The company resolves to acquire a delivery vehicle and spend no more then $7,000. -Don Juan, President

08/22/09  The company resolves to start a new website on recipes using the company's products.  -  Suzanne Mango, Secretary

09/28/09  The company resolves to open a new bank account with Wells Fargo bank and to accept credit cards.  -Jeff Krame, VP

You may phrase it any way you would like.  It doesn't need to read in a corporate, formal, or legalese manner.  Just place it in your own words and keep those records.

WHAT OTHER MEASURES CAN I TAKE TO PROTECT THE CORPORATE VEIL?

Don't commingle the company expenses and your personal expenses and pay them from the same business account.  Your business should pay you a check, then deposit that check into your personal account.  From your personal account, pay personal expenses.

Any commingling of expenses or activity between your personal life and the company may impact the corporate veil.

If you spend most of your time working and it's business related, then document those business expenses thoroughly.