Checklist for Adherence to Corporate Formalities

Proper operation of a corporation can make the difference between having a fortress-like shelter or a precariously balanced “house of cards”.  If you are operating a Nevada corporation, you might want to review this checklist to determine for yourself which you are building:

• Read and understand the Articles of Incorporation and Bylaws and act accordingly.
• Read the governing law for the corporation: Nevada Revised Statutes (NRS), Chapter 78.
• Include reports of officers and committees in the corporate records.
• Record all major decisions of Directors in corporate resolutions or meeting minutes.
• Document contracts, even (perhaps especially) verbal ones, within the corporate records.
• Correctly handle and document corporate loans, making interest payments as required.
• Properly maintain the corporation’s books and accounting records.
• Whenever signing on behalf of the corporation, indicate title; do not sign personally or you may forego the inherent liability protection normally afforded by Nevada’s statutes.

Additionally, if stock is issued:

• Hold annual meetings of stockholders.
• All actions of stockholders must be done by vote and duly recorded.
• Give proper notice or use appropriate waiver of notice (usually specified in the Bylaws) for               stockholders’ meetings.
• Elect directors as necessary; conduct business in appropriate meetings, duly recorded.
• Hold regular meetings of the Board of Directors, at least annually.
• Give proper notice or use appropriate waiver of notice (usually specified in the Bylaws) for directors’ meetings.
• Elect officers and conduct other business as specified in the Articles of Incorporation and the corporation’s Bylaws.
• Record proper minutes of such meetings.
• Maintain the stock ledger properly.