S-Corps,etc. and Year-end

[ChEAr$]

That's okay, veritas,

but,

It seems to me you are practicing law. I don't know what the rules are in your state but we not only have a stockholders meeting we have a directors meeting.

Find an attorney to take care of it. They need one for wills and so on anyhow.

but merely assisting the secretary of a corporation is not the practice of law.

Has anyone seen the series of books called "How to Incorporate in ______" ?
there are 50 of these available, and although I haven't checked, might find them on Amazon.com.

I've two of them, GA and AL of course, and they are valuable resources.

From the Sec of States' websites in both states one can download the incorporation
formats and the client can do it himself. IOW, it IS legal to be one's own attorney.
(Although he might have a fool for a client! grin)

[veritas]

Don't we get irritated

when attorneys start giving tax advice? Most of them are illequipped and make a mess out of things for us to fix.

So I would say the same holds true for us. There is more to paying the secretary of state a fee to starting a legal entity such as a corporation.

[Gretel]

Thanks you so much, Harlan.

[Gretel]

I agree with you Veritas, as far as incorporation goes or started a LLC. Merely taking minutes is a different story for me.

[veritas]

Ok let's try this

You help your client prepare minutes for the annual meeting. An item was overlooked which was pertinent to the year in question.

Client gets sued and produces minutes which have the omission which in turn causes opposing SWAC (slick willy ambulance chaser) to have them thrown out.

Who do you think is going to pay?

You have enough to do without exposing yourself any more than necessary.

[Gretel]

Very true. I guess, it all boils down to either stay out of it all together, or be very careful who you provide this service for. Thanks for the example Veritas.

[ChEAr$]

Additional thoughts on meetings

Two kinds of meetings: shareholders' and board of directors.

Shareholder meetings are required by state charter. The only items properly discussed are those relating to stock or the directors of the corporation. These meetings are not the proper place to make decisions on daily operations of the corporation. That is why directors are
elected as required, to govern the corporation.

Directors meetings as far as I can tell without researching further are not actually required to be held on any period basis. it's customary, I know.

As far as IRS audits go, I've never had a corporate audit in which the corporate minutes,
whether stockholders' meeting or directors meetings, were requested. The only reason IRS should be requesting board of director's meeting minutes would be to see if a certain expenditure or action were authorized.

After all, if directors' meetings are required by state law, it's not for IRS to require that
they be conducted even.

[Valarie]

Try Minutebook

Yes thank you so much for posting it. I searched google for some software programs. All are over $200. More than I am wanting to pay.

Try www.minutebook.com
You can download it to PC (not available for Mac though...) and manage up to 3 Corporations for $39.95. There is a professional version for unlimited companies for $195. I just use it for my own corporations, but the templates give you great ideas to share with others <grin>

Valarie