Entity Records to Retain for Due Diligence Review

Whether it is the sale of a business, bringing in a new investor or taking out new financing, your company's records will most likely be reviewed as part of the "due diligence" process. Documents will also be needed to back up representations your company will most likely have to make in connection with loans or other fund raising events. Maintaining good records also demonstrates that you are respecting the entity which is a key defense against a claim to pierce the corporate veil and hold the owners personally responsible for the actions of the company.

Below is a list of entity documents for limited liability companies and corporations which we recommend retaining. Please note this is limited to entity documents and does not address broader issues of record retention. 

Corporations:

  • Articles of Incorporation and all amendments to the Articles of Incorporation (filed with Secretary of State so if you do not have on file a copy can be obtained)
  • Bylaws of the Corporation together with any amendments to the Bylaws and a copy of the resolution adopting the Bylaws and any amendments
  • All authorizations to do business in states other than the state of incorporation
  • Organization documents

      o Actions by Incorporator 
    o Initial Board Appointments 
    o Appointment of Officers

  • All State Filings made on behalf of the Corporation
  • Minutes for all Board of Director Meetings and copies of all resolutions voted upon and all actions by written consent of the Board
  • Minutes of the annual shareholder's meeting and all actions by written consent of the shareholders
  • Stock Ledger i.e. a listing showing all stock issued and all stock exchanged
  • Copies of all Shares of Stock Issued including canceled shares
  • Annual filings with the Secretary of State
  • Any agreement among shareholders

Limited Liability Companies:

  • Articles of Organization and all amendments to the Articles of Organization (filed with Secretary of State so if you do not have on file a copy can be obtained)
  • Operating Agreement and all amendments thereto
  • All authorizations to do business in states other than the state of organization
  • All State Filings made on behalf of the LLC
  • Membership Ledger i.e. a listing showing all membership interests issued and exchanged
  • Minutes of all Meetings of Members
  • All resolutions or authorization issued by the Manager 

No Comments

Leave a comment
Comment Information
  • NBLSC Board Certified Lawyer Rated By Super Lawyers | Ryan P. Durham Rated By Super Lawyers | Ben Boston
  • Tennessee Association For Justice | Member 2015-2016 American Association For Premier DUI Attorneys The National Trial Lawyers | Top 100 Trial Lawyers
  • American Institute of Family Law Attorneys | 10 best 2015 American Institute of Personal Injury attorneys | 10 best 2016

Schedule a Consultation Today

Bold labels are required.

Contact Information
disclaimer.

The use of the Internet or this form for communication with the firm or any individual member of the firm does not establish an attorney-client relationship. Confidential or time-sensitive information should not be sent through this form.

close

Privacy Policy

Shulman Bastian LLP | Full Service. Business. Lawyers.

Irvine
100 Spectrum Center Drive
Suite 600
Irvine, CA 92618

Map & Directions

Riverside
3550 Vine Street
Suite 210
Riverside, CA 92507

Map & Directions