website statistics
skip to Main Content

A corporation must act as like a corporation in order to maintain the two major goals of the corporate form of business: (1) preserving the corporate shield from personal liability, and (2) achieving specific federal and state tax goals unavailable to a sole proprietor. Meeting these goals requires that you observe all the formalities required of that form of business (including the completion of annual corporate minutes). These formalities are required even if you are the only shareholder in the corporation!

IRS auditors can disallow deduction of various corporate expenses, and plaintiff attorneys can “pierce the corporate veil” to hold the corporate shareholders personally liable for business liabilities, if those corporate formalities are not observed. Please see my article Corporate Formalities: Protect Your Tax and Limited Liability Benefits for details.

Corporate rehabilitation, including review of the corporate minute book, with completion/ correction/ filing of missing or incorrect organizational, regulatory, tax and securities issues, will get you caught up on those corporate formalities.  Rehabilitation, and annual corporate minutes to keep you caught up, are available at flat rates; filing fees, corporate record book orders are additional.

Back To Top