I get it; we are all busy.
Businesses big and small, founders, and entrepreneurs of all varieties are often forced to focus their attention on the most important tasks at hand. Occasionally, other important—but seemingly less immediate—issues may be kicked down the road or may even fall by the wayside.
In my practice, it is not uncommon to encounter sophisticated businesses whose fundamental organizational documents, such as certificates of incorporation, buy-sell agreements, capitalization tables, or stock ledgers, are not in order to the degree they could be.
On a day to day basis, this may not be top of mind for an organization. However, as a business grows, restructures, or seeks to attract investment, these documents play a critical role. This is also true of businesses in regulated industries that are required to provide such documents to government agencies from time to time.
If you are a business owner, I encourage you to take a moment to run through the following questions:
- Do you have a corporate minute book? (Bonus points if you know where it is physically and/or digitally stored.)
- What documents does it contain versus what documents do you need to locate?
- Are all of the documents in your minute book properly executed?
- Does your business keep meeting minutes? If not, (a) does your business utilize resolutions to memorialize business decisions; and (b) are these up to date?
- When was the last time you updated your stock ledger?
- Do you routinely update your cap table? Do you use user-friendly software to maintain it?
- Do you have dated, executed copies of all of the transaction documents of your business?
- Are you properly tracking issued and exercised equity incentives on your cap table? What about convertible notes or SAFEs?
Staying on top of your corporate governance and documenting all changes concerning the ownership of your business will save you a magnitude of time, legal fees, and energy down the road. Whether it is an exciting investment opportunity or a renewal of a government license, having your corporate documents in order will make the process smoother and more efficient.
If reading this fills you with a creeping sense of existential dread, please do not hesitate to reach out. I would be happy to assist you with getting your business's ducks in a row.
The information provided in this post does not, and is not intended to, constitute legal advice.
it is not uncommon to encounter sophisticated businesses whose fundamental organizational documents, such as certificates of incorporation, buy-sell agreements, capitalization tables, or stock ledgers, are not in order to the degree they could be.