2015 Corporate New Years Resolution

Jan 13, 2015

2015 New Year’s Resolution

Maintaining Corporate Identity

Practice Checklist

By: Craig Watrous

Maintaining corporate formalities is not difficult, but it does require periodic review and attention.  Even the most careful corporate advisors and shareholders can use a reminder on how to guard and maintain corporate identity.   Here is a general summary of important points for your business to be sure to address in 2015:

  1. Keep current on Annual Report filings with the Secretary of State where your corporation is incorporated.  In Colorado, this can all be done online.  Here is the link to the Colorado Secretary of State:  http://www.sos.state.co.us/pubs/business/businessHome.html?menuheaders=2.
  2. Operate only under the registered corporate name or the corporation’s registered trade name.  If a trade name has not been registered, then it may not be valid.
  3. Make sure that third parties dealing with the business know that it is in fact a corporation. Make sure that all company agreements are entered into by the company and not personally guaranteed by the party signing those agreements.
  4. If your company uses a trade name, maintain trade name filings with the relevant Secretary of State.
  5. Do not give personal guaranties or otherwise risk personal liability. Do not sign contracts personally, sign only as an officer on behalf of the company or you may be inadvertently signing personally and risk personal liability. 
  6. Keep all financial transactions involving the corporation separate from personal financial matters. Do not co-mingle your personal assets with company assets.
  7. Carry appropriate insurance for company vehicles, property, and company assets. Carry appropriate liability insurance for the company’s acts.
  8. Document any indebtedness owed to shareholders.  This should be documented in corporate minutes and filed in the corporate minute book.
  9. Document significant company capital transactions. This should be documented in corporate minutes and filed in the corporate minute book.
  10. Hold your annual meeting  and maintain at least annual corporate minutes confirming the board of directors, electing officers, and documenting major corporate transactions. 
  11. If a shareholder leases property to the company, make sure that the lease is in writing, commercially reasonable, and that the terms of the lease are actually followed. 
  12. Keep all out-of-state filings current like: registrations to do business, foreign entity registrations, franchise taxes and trade name and trademark filings.

This is not designed to be a legal opinion or comprehensive list of corporate formalities, but rather a quick reminder of some of the key issues and documentation you should be preparing and maintaining to protect the independent identity and status of your corporation.  Failing to establish and keep formalities in place can remove limited liability protection for the shareholders and officers making them potentially personally liable for company disputes.  In other words, your corporate veil may be pierced. 


(Mallon Lonnquist Morris & Watrous, PLLC, is a business, real estate, finance, and litigation law firm. Craig T. Watrous is a Colorado business attorney with Mallon Lonnquist Morris & Watrous, PLLC, based in Denver, Colorado. Craig regularly represents corporations. Craig can be reached at cwatrous@mlmw-law.com.)


Category: M&L Legal Posts

Category List

Tag List

Construction Bond Claims (2)
Certifiably Green Denver (1)
Employment Law (1)
Skiing Gear (1)
Real Estate (4)
LLC Law (2)
Construction (6)
Finance Law (2)
Colorado Courts (1)
ABA Article (1)
Business Contracts (1)
Denver arbitration (1)
Corporate Law (8)
Trade Secrets (6)
Leases (4)
Colorado Judicial Institute (1)
Non-Competition Agreements (12)
Non-Disclosure (1)
Colorado Hispanic Bar Association (1)
Co-Ownership Agreement (1)
Colorado Employment (20)
ABA (1)
Credit Card Data (1)
Snowboard Gear (1)
CO Attorney Mentoring Program (1)
Colorado Construction (1)
Colorado business disputes (1)
Commercial Property (1)
Non-Compete, Colorado non-compete restrictions, enforcing non-compete, protecting Colorado business (1)
Colorado Retail Leasing (1)
Colorado at-will employment (1)
Commercial Real Estate (1)
Non-Solicitation (1)
Mergers & Acquisitions (5)
Colorado Foundation for Water Education (1)
Overtime Wages (2)
courts (1)
Spanish Business Law (9)
Non-Compete (2)
Denver Broncos (1)
Colorado Lis Pendens (1)
Ethics (1)
Mechanic's Liens (1)
Labor (3)
Employment (3)
Colorado Spanish Legal Services (1)
attorney-client privilege (2)
Cherry Creek Chamber of Commerce (1)
Lease Negotiations (1)
Spanish Legal Services (7)
CO Ski and Snowboard Gear Recall (1)
Spanish Speaking Lawyers Committee (1)
Helmet Recall (1)
Community (29)
American Bar Association (2)
Colorado LLC (1)
Data Breach (2)
Denver Colorado Business Attorney (9)
cause for termination (1)
Arbitration (2)
Alternative Dispute Resolution (5)
Property Surveys (1)
Litigation (15)
Real Estate Law Firm (3)
Colorado attorney mentor (1)
Our Courts Colorado (1)
Non-Solicitiation (1)
Data Breach Settlement (1)
CO Business Non-Solicitation Restrictions (1)
cyber security (3)
St. Anthony, Minnesota (1)
Wrongful Death Settlement (1)
Colorado Business (56)
Construction Contracts (5)
Denver Sustainable Law Firm (1)
Colorado Wrongful Death (1)
Enforcing Non-Solicitation Agreement (1)
Resolving Business Disputes (1)
Colorado Real Estate (11)
Colorado Enforcement of Non-Compete (2)