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Checklist for Proper Formation of a Corporation

Simply filing articles of incorporation at the Minnesota Secretary of State’s office does not result in the proper formation of a corporation.  The primary considerations for the proper formation of the corporation, even a corporation owned by a sole shareholder, are as follows:

  1. ___ My corporation has filed Articles of Incorporation with the Minnesota Secretary of State.
  2. ___ My corporation has completed the written action of the incorporator(s), subscription agreement letter of investment intent, first meeting of the board of directors, first meeting of shareholders, bylaws, and issued stock certificates.
  3. ___ My corporation has up-to-date minutes that have been approved by the directors and shareholders.
  4. ___ My corporation elected a board of directors and held an annual meeting.
  5. ___ My corporation has had annual shareholders meetings.
  6. ___ My corporation has filed its annual registration with the Minnesota Secretary of State.

It is important to properly form your corporation and maintain your corporate records. Failure to do so can result in your corporation losing its corporate veil and subject the shareholders to having personal assets used to pay for any judgment against the business.

Spangler and de Stefano, PLLP are experienced business attorneys that assist businesses in the proper formation of your corporation and maintaining its corporate records.

The material contained herein is for informational purposes only, and is not intended to create or constitute an attorney-client relationship between Spangler and de Stefano, PLLP and the reader. The information contained herein is not offered as legal advice and should not be construed as legal advice.