Bullet-Proof Your Company From An Audit

We see it a lot: a company owner has filed their “Articles of Organization” or “Articles of Incorporation” and gets their EIN number and thinks they are in business and protected. Well, they may be in business; but protected? That’s another story.

If you have an LLC, FLP or Corporation, and you are doing any of the following:

•Providing services or selling products
•Holding real estate in your entity
•Taking business deductions on your tax returns, you absolutely must have the following documents in place.

1. Operating Agreement (LLC)/Bylaws (Corp)/Partnership Agreement (FLP). A Limited Liability Company should have the following:

•Company Minute Book
•Operating Agreement
•Schedule of Membership Interests Schedule of Initial Capital Contributions
•Certificates of Units or Percentages
•Company Seal
•Initial Minutes of the Organizational Meeting
•Publication (as required by your state)
•Tax Election Forms

Corporations should have the following, in addition to filing “Articles of Incorporation” with the appropriate State organization:

•Corporate Minute Book
•Bylaws •Certificates of Shares
•Company Seal
•Initial Minutes of the Organizational Meeting
•Publication (as required by your state)
•Tax Election Forms

Family Limited Partnerships should also have:

•Record Book
•Partnership Agreement
•Schedule of Partnership Interests
•Schedule of Partnership Assets
•Certificates of Units or Percentages
•Partnership Seal
•Initial Minutes of the Organizational Meeting
•Publication (as required by your state)

2.Annual Report (not the same as annual minutes). Most states require you to file an annual report with the corporation commission or secretary of state. If you do not file these annual reports your company will be dissolved!

3. Annual Minutes. You define your business actions throughout each year with your annual minutes. In your annual minutes you will list your elected officers and ratify all resolutions you have made throughout the year. If you do not update your annual minutes, your company could face serious repercussions in a lawsuit or an audit.

4. Resolutions. This is what your company resolves to do. You must have these resolutions drawn up and signed, preferably monthly. Then they should be placed in your minute book. These resolutions will be mentioned and referenced at your annual meeting and in your annual minutes.

5. Special Minutes. These special minutes are for additional company meetings and business trips, made in addition to your Annual Meeting. If you do not prepare Special Minutes for meetings of this sort, you may end up losing all of the deductions you took for tax purposes.

6. Notice of Meeting and Waivers of Notice. You must give either a “notice of meeting” or a “waiver of notice of meeting” to all company members or directors. This allows your company to show that it is operating in a manner that is professional and that you are serious about running your company as it should be done. This is one more way to give your company an iron wall of protection.

Don’t let your business be collapsed or the “corporate veil” pierced due to lack of paperwork. Protect your assets by complete and concise paperwork.

Copyright (c) 2007 Juli Walsh