Whether you incorporate your business or charter it as a limited liability company (LLC), you must provide crucial documents to the Georgia Secretary of State. You will need shareholders’ or members’ records as well as other filings essential to operating your business.
Because you must keep detailed books and records, it is best to work with an experienced attorney who can help you stay organized. At Sparks Law, our legal team is here to help you build your Johns Creek corporate kit and attain business success.
A corporate kit should begin with founding documents and grow with relevant business information added as the company expands. Over time, this repository will include a policy handbook, all pertinent contracts, financial statements, information about debt and equity, and memoranda used to raise capital. Initially, the corporate kit should include:
These records, often referred to as a Record Book, are an important resource for management when accountants conduct audits. With help from a skilled Johns Creek attorney, a corporate kit can also aid a company when conducting private placements or plans to go public, entering into loan agreements, reviewing vendor or employment contracts, or contacting shareholders.
According to the Georgia Code Rule 50-2A-01, Georgia does not require every company to acquire a corporate seal. However, it does for some professions, such as architects. Seals are used as the company’s signature. A well-practiced lawyer in the area could further advise on corporate seals and other documents to include in a company’s repository.
When registering a business in Georgia, owners file paperwork as a corporation or LLC and pay a fee to the Secretary of State. Along with partnerships, they must register with the Department of Revenue and secure an Employer Identification Number for banking and Internal Revenue reasons. The attorneys at our Johns Creek office could help retain copies of these documents in a corporate kit.
Georgia requires corporations to file Articles of Incorporation and LLCs to file Articles of Organization, which gives the state basic information about a business. Incorporators must disclose whether the business chooses to operate as an S corporation with its pass-through status that avoids double taxation. Alternatively, filing as a C corporation limits shareholder liability from the company’s losses and taxes.
Companies must also disclose officers’ and directors’ names and addresses at filing or within 90 days. It is best to work with a diligent local attorney to ensure all corporate documents are properly filed and stored in a company’s repository.
Although owners do not have to file corporate bylaws or LLC operating agreements with the state, these documents are crucial because they set forth how the company will be managed. For example, if an LLC does not adopt an operating agreement, the state will assume that members own equal shares, even if their capital contributions are not the same. The legal team at Sparks Law can further advise on drafting these important documents for a Johns Creek corporate kit.
Every year, businesses must file annual reports and pay a filing fee to continue doing business in Georgia. Otherwise, the state will administratively dissolve the business. Annual reports disclose any changes to directors, registered agents, and addresses. A copy of this filing should be added to the corporate record book each year. Owners should confer with a nearby attorney for guidance on annual reports and corporate kits.
Failure to assemble a corporate kit will inevitably lead to confusion down the line. This can also cause regulatory problems if your books are in disarray and shareholders ask to examine them.
No matter where you are in your business journey, getting professional legal advice should be a priority. Consult the lawyers at Spark Law about a Johns Creek corporate kit and set up a consultation today.