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What are Corporate Resolutions?
Corporate Resolutions record the major decisions taken by a corporation’s Shareholders or Board of Directors during a meeting.

While not always required, Corporate Resolutions are valuable because they indicate that the actions were taken by, and on behalf of, the corporation.

Some Corporate Resolutions may be passed only by the Shareholders; others, only by the Board of Directors. Some must be passed by both groups.

As a general rule all records, resolutions, and minutes of your corporation should be kept in your Corporate Minute Book maintained for no less than, in the case of the US, six years.

Occasionally a Shareholder inspects the corporate books and records to ensure the corporation is operating in its best interests. Preserving these official documents long term is useful in the event that the actions of the Board of Directors are challenged.

What are the requirements to maintain good corporate standing?
In most jurisdictions, companies are required to pay annual fees and taxes for the privilege of operating as an entity. In addition to these annual fees, most countries also require that businesses submit information about corporate activities or corporate changes that will become public record. In most US states, this information report is referred to as an “Initial Report”, “Annual Report” or “Statement of Information.”

What if I fail to file required reports or pay requisite state fees?
When a US corporation or LLC fails to file Initial/Annual Reports and/or the Statement of Information or where a corporation fails to pay requisite fees, the entity may either fall out of good standing or be involuntarily dissolved by the state.

What if my company falls out of good standing or is involuntarily dissolved?
In the event that your company falls out of good standing or is involuntarily dissolved, you should seek local legal advice. In the US, most states will require that the entity file a Reinstatement to restore to active status and good standing. To ensure that your corporation or LLC is in full compliance with its corporate formalities and is restored to active status and good standing, Fidelitas can prepare your Reinstatement documents for your review and submission to the appropriate state agency for any of the 50 states.

How do I officially dissolve, cancel, or terminate my US Corporation/LLC?
To end the existence of a corporation or LLC, an entity must file Articles of Dissolution or other form of dissolution or cancellation documents with the Secretary of State. Requirements vary by jurisdiction. In some sUS tates, a simple certificate must be filed; in others, tax clearances and other preliminary proced ures must be carried out.