Ongoing Administration of Business Entities

Corporations and limited liability companies should protect their owners from personal liability.  However, this is only true if such entities are truly separated from their owners and shareholders.  The only way to evidence such separation is with the documentation that decisions are made by the entities not by the owners.  Therefore, owners and shareholders must give instructions and approvals for such entities to make transactions and contracts.  These approvals are made through the preparation of minutes by shareholders and/or directors on behalf of their corporation or by the members on behalf of their limited liability companies.  If you own such entities in the Akron area please contact Attorney Bruce J. May to assist with the proper preparation of your minutes.

Some things of note.  A Close Corporation Agreement can eliminate the need to have both a board of directors meetings and shareholders’ meetings.  The Close Corporation Agreement can eliminate the need for a board of directors so all corporate action can be done through shareholders’ meetings.

Crucial Information.  Whenever signing on behalf of your corporation you must always identify the office you hold such as president, vice president, treasurer, or secretary.

Whenever signing on behalf of your limited liability company you must always identify yourself as the member or manager of the company.  If you don’t do this and liability arises from the transactions, the other party may be able to “pierce the corporate veil” and prove that you are personally liable for the transactions or the contract.

Even Moore.  Locate your corporate book and call Attorney May to review all of your corporate documents to be sure they are up to date.