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

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