Your Corporate-File, a Service of Blue Planet Offices, Inc.

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Resource Pages--

Annual Report Deadlines & Fees

Corporation Filing Fees by State

State Trademark Fees & Information

State Regulations and Fees for DBA Registration.

Corporate Compliance Scam/Warning

Florida Registered Agent & Florida Incorporation Information

Intellectual Property News

Protect Your Personal Assets

The most significant legal point of forming a corporation, LLC or other legal entity is protection of your personal property and assets should the entity be found liable in a civil action or if it failed.

Many business owners however squander that protection by failing to maintain corporate records and also by using the entity bank accounts and other resources as a personal piggy bank. The third party liability protection of a corporation, LLC or other legal entity can be lost if challenged in court when the entity has not maintained proper corporate records.

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Many corporations and LLC's consist of only one person, or perhaps a husband and wife. It might seem silly to have board meetings and an annual meeting in such circumstances. Quite the contrary. It is not silly or unnecessary. Maintaining proper corporate records is critical to prevent the corporate veil (corporate form) from being pierced or disregarded.

In addition, when you issue stock or take other legal actions, those decisions must be properly recorded in the corporate minutes and sometimes resolutions of the board of directors are required.

Prevent Veil Piercing with Proper Corporate Records

Corporate-File provides a low cost service that creates board of director meeting minutes and an annual report. These documents are signed and dated. They establish that the corporation has actually created the documents in a timely manner. Trying to create them after the fact when you are sued and your corporate entity is being challenged is going to be much more expensive and time consuming, besides being illegal. When you use Corporate-File, your documents are created/witnessed by a third party, which provides much more credibility.

Business cards into luggage tags Corporate-File will provide sworn affidavits on the creation of the documents, at a small additional fee, should you need to use them in a court of law or administrative hearing. For a small fee, you can even list one of our corporate officers as the assistant secretary of your corporation to render the documents completely secure against challanges.

You receive easy-to-print PDF documents and we can also mail you physically signed copies at a small additional charge. Your documents are also stored online in an SSL password protected directory for viewing and downloading anytime you need them.

Take Action Now: Inexpensive and Easy.

Corporate minutes are available for only $19.95 per meeting and Annual Report Minutes are available at only $39.95. Creating these documents takes less than ten minutes to complete our online form. Don't put it off, create your corporate minutes in a timely manner today.

Your corporate minutes are personally prepared by an experienced officer/employee of our corporation. They are not auto-created by software.

Corporate Compliance charges $125.00 for a scam that produces documents that are completely worthless as corporate or annual meeting minutes. Blue Planet Offices, Inc. charges a small fraction of that and we provide documents that will stand-up in a court of law. No state requires that corporate minutes be filed with the any state agency and such claims made by other companies are a fraud and scam. Ironically they completely fail to explain why you really need to have proper corporate minutes, but that would of course reveal how completely worthless their scam service actually is.

However, there are hundreds of things that can cause your corporation to be sued. If the corporation does not have assets significant enough to pay a judgment, the plaintiff can and will often go after the assets of the person(s) controlling the corporation or LLC. The only way to do that, other than a claim and proof of fraud, is to pierce the corporate shield by proving that the corporate entity and the individual(s) are the same legally. This is primarily done through a lack of proper corporate documents and using corporate assets as if they are personal property. Neither one standing alone is likely to be adequate, but both together will be. Prevent that from happening now.

If your Business Sues Someone Else, Your Personal Assets Might be on the Line.

Few people are aware that suing someone else can backfire in a big way.

Even if you don't get sued, there will likely be a time when you or your entity sues someone else. Even as the plaintiff, under contract or statute and by various fee shifting statutes, you can be held liable for the defendant's attorney fees and costs, should you lose or even if you win, but don't win enough. If your entity is sued, the attorney fees and costs of the other party can be far more than the money judgment. For example, under Florida's Settlement Offer statute, you can win a civil action and still have to pay the other party's attorney fees and costs, and those fees could actually be more than the judgment you win. Exactly how this statute works is beyond the scope of this discussion, but we want you to be aware that civil judgments as the defendant are not the only thing you have to worry about. Many states have similar statutes. You can also be held liable for attorney fees and costs should a court find that a civil action is legally frivolous.

In addition, in a contract dispute, chances are the other party will claim you violated the contract first and will file counter-claims against you. In that case, you become a defendant as well as the plaintiff. You can even be named in a cross-claim in a civil action that at first does not concern you. There is much more liability exposure out there than most people think. In the case of intentional torts, bankruptcy will not discharge them.

Further, if your entity goes out of business, has no assets to satisfy debts and owes money to people, there is a good chance you will be sued personally and the creditor will attempt to pierce the corporate veil to hold you personally liable for the company debts. You will realize then how critical it was to have proper corporate records, but it will be too late. Spend a few dollars now to prevent losing everything you have later.

Proper Corporate Bylaws Are Also Required.

Your corporation must have bylaws adopted by the Board of Directors. Corporate-File can also provide you with standard bylaws for your corporation that are actually prepared for your business and cost only $19.95. (Not fill-in-the-blank forms.) Bylaws can become critical in disputes between stockholders and in other situations. They provide enforcable corporate governance and are also critical to fight attempts to disregard the corporate form.

Things to Know to Protect Your LLC/LLP.

If you have an LLC, you need an operating agreement and you should read our LLC Operating Agreement advice at minimum. We suggest that you should have a qualified local attorney prepare your operating agreement.

A LLC is a partnership with third party liability protection. A LP or LLP are similar, they are professional partnerships. The corporate form provides liability protection against third parties, however, as in the case of a corporation, the corporate form can be disregarded, the corporate veil can be pierced. These forms do not have stockholders, boards of directors or officers. They have members, which can be divided between managing members and other members/partners. The risky thing, among others, is that the actions of one member could allow the corporate veil to be pierced and all members of the entity held personally liable, just as they would be in a regular partnership. Hence, a proper operating agreement and minutes of the meetings of the members are critical to protecting the corporate form.

One advantage of an LLC under Florida Law (check the law in your own state) is that a creditor can't take the debtor's share of the LLC. The creditor can get a charging lien to collect any cash or property distributions that would be paid by the LLC to the debtor.

Annual Reports

Virtually every state requires that corporate entities file an annual report. See our resources page for more information. Most states, although not all, will mail a postcard or send an email reminder.

Most states also require a filing fee which can be a standard amount and/or based upon the amount of authorized stock. When based upon the amount or value of stock, this is usually called a "Franchise Fee."

Failure to file the report and pay the filing or franchise fee can result in your entity being administratively dissolved or placed into bad standing. This can also cause the corporate form to be disregarded and you found to be personally liable.

If your entity has debts, failing to file annual reports and allowing the entity to be administratively dissolved by the Secretary of State, rather than shutting it down properly can seriously backfire, and is not suggested.

Disregarding the corporate form is the most litigated issue in corporate law.

Corporate-File Provides General Advice Only & Business Record Creation.

The general advice on this site Corporate-File.com and provided by Blue Planet Offices, Inc. is not legal advice and we do not represent you or any legal entity. We can not provide any legal advice specific to your situation. Also corporate minutes, bylaws and resolutions do not need to be prepared by an attorney and are not legal documents. They are business records prepared in the normal course of business. Similarly, affidavits do not need to be prepared by an attorney and can be witnessed by a notary public. Affidavits and business documents can however become critical in a court of law civil action to prevent a summary judgment and can be used as trial evidence.

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Dan F. Schramm, CEO

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