coryBy Cory Howes

Since the merger of our Howes Law practice with the Forrest Firm this past August, we’ve been integrating some of our legacy firm services to benefit our new firm’s clients moving forward, such as EstateCare, a dynamic estate planning program.

Now, we are proud to announce the Forrest Firm launch of Corporate ShieldTM, a set of legal services designed to address corporate formalities for business owners and executives.  Many individuals form business entities to go about a variety of revenue-generating activities, whether it’s owning and operating a business focused on selling products or services, or engaging in other activities such as owning residential, commercial or vacation rental properties.

One of the rights enjoyed by owners of business entities, both corporations and limited liability companies (LLCs), is that owners are not normally held personally liable for the acts of the business and its employees, officers, directors or managers. These rights assume that the business entity is involved in legitimate, lawful business activities, and that it operates with steadfast regard to a set of operating principles known as corporate formalities.

When owners, partners, and executives fail to maintain corporate formalities for their businesses, they can actually risk the protection normally accorded by corporate entities. Failure to maintain corporate formalities may, in fact, leave individuals liable in multiple ways, including the vulnerability of personal assets, when a creditor is able to pierce the corporate veil.  Thus, courts may consider an improperly maintained business entity and the owner(s) as one and the same.

Through Corporate ShieldTM, the attorneys of the Forrest Firm assist clients with completion of a variety of formalities required by state law in order to keep the corporate veil intact.

Registered Agent(s)

A business entity is required to maintain a registered agent in the state of incorporation/organization and in any state where the company is registered to do business. For Corporate ShieldTM clients, Forrest Firm will serve as registered agent in North Carolina and will manage the company’s registered agents in any other state where one is required.

Annual Meetings

A corporation is obligated to hold at least one shareholder meeting per year for the purpose of electing a board of directors for managing the company’s interests for the next fiscal year and memorializing certain other business activities. These meetings require minutes kept by the secretary of the corporation, to be maintained in the corporation’s minute book. In most states, LLCs are not required to hold annual meetings, but it is still advisable to do so in order to provide evidence that the business is operated separate from the owner(s). Forrest Firm attorneys and staff will ensure that your company holds and documents compliant annual meetings.

Governing Documents

A company’s governing documents, including bylaws, operating agreements or partnership agreements, should be maintained to reflect the current management of the company as well as changes in the law. As part of the Corporate ShieldTM service, we will provide updates when the law changes in a manner that could reflect your company’s governing documents, and will review your company’s governing documents upon request to determine if any changes are necessary. We also maintain an electronic copy of your company’s governing documents.

Annual Reports

Most states require companies to file an annual report or some other annual filing with the secretary of state or another state agency. For Corporate ShieldTM clients, we prepare and file all required annual reports for the company in each state that requires an annual filing.

Company Management

Many business owners spend the vast majority of their time working in their businesses, generating revenue and completing work for clients and customers. They often fail to work “on” their business, due to lack of time or not knowing what business planning issues should be reviewed from time to time. For Corporate ShieldTM clients, we prepare periodic checklists and questionnaires to help provide guidance on some of the business planning issues that should be reviewed on a regular basis.

“Ten-Minute Rule”

As part of the Corporate ShieldTM service, we want to establish a long term, trusting relationship and be available for all of your legal needs. Our Corporate ShieldTM clients can call and speak to a Forrest Firm attorney at no charge. We will also consult with your financial advisor, accountant, insurance agent or other advisor on any matter related to your business at no charge. We are also available for questions involving other areas of law, and will direct you to an appropriate referral source if necessary. We refer to this as the “ten-minute rule,” as lengthier discussions or matters that require additional research or other legal work may give rise to separate billing.

For more information on maintaining your company’s veil of protection, contact the Forrest Firm and inquire about our Corporate ShieldTM service, which effectively maintains your corporate formalities in compliance with the law.