Business Doc Software

November 1, 2007

The BizDoc Beta test version 5.0 is nearly ready.

Filed under: BizDoc News — admin @ 2:05 pm

There are many new features such LAN network ability, a better stock register, web links to tutorial movies, navigation lists for easy access to large numbers of companies and people, and much more. Upgrades are free when purchasing version 4.1 so you can download version 5.0 and all future upgrades at no additional cost. Pricing will change when the final version 5.0 is released.

To request the Beta Test Version 5.0 send your name, company name, and email address to support@instructionalsoftware.us. Use ‘Request Beta Version 5.0′ for the subject of the email.

Comments Off

October 18, 2007

Corporate Resolutions Made Simple

Filed under: BizDoc News — admin @ 1:35 pm

After you have formed your corporation, one of the first tasks is issuing stock to the shareholders of the company. There are six basic steps to issuing stock correctly.

Step 1 – Write down or type out each of the shareholders names, addresses, and percentage of the company they will own.

Step 2 – Determine how many shares the corporation has available to issue. The number of shares authorized to issue are indicated on the first page of your Articles of Incorporation. If you are unable to find them there, you can go to your corporation’s listing at your Secretary of State’s website and see how many shares are authorized. If you are still unable to find the number of shares, call the Secretary of State directly.

Step 3 – Calculate the number of shares you will issue to each individual shareholder based on the percentage ownership and number of shares. Don’t issue all shares available. If you have 25,000 shares available for issue, you may want to only issue 1,000 or 100 shares to start. This will give you more shares to issue at a later time if you have additional investors or stake holders come into the company.

Step 4 – Physically write out the stock certificates with the shareholders name, number of shares they own and the certificate number. Stock certificates can be purchased from office supply stores, directly online or you can purchase a corporate record book that will typically come with your first 10 or 20 certificates.

Step 5 – Record in your stock ledger each certificate that has been issued. In the stock ledger you will record the name of the shareholder, the number of shares issued, the stock certificate number, how much they paid for the shares, the type of shares they were (common, preferred, voting, non-voting, etc.), the date of the transaction, and who sold the shares to the new shareholder. If the company issued the shares it would be considered an initial offering of the company.

Step 6 – Send the stock certificates to each shareholder.

These steps provide a guide for issuing shares of a new corporation. Additional tasks that should be completed upon forming a new corporation are initial meeting of shareholders and directors, writing resolutions and opening a bank account.

Comments (0)

October 10, 2007

Corporate Resolutions - Applications & Types

Filed under: BizDoc News — admin @ 1:23 pm

Corporate Resolutions can be defined as the record of the actions, motions or proceedings undertaken in the Board Meeting. Generally the decisions taken in the meeting of board of directors or shareholders are recorded for future reference or for the reference of any third party, though recording of the proceedings is not mandatory but is considered as a good idea. It is required that Board of Directors or Shareholders or at times, both board of directors and shareholders have to pass a resolution.

The decisions or resolutions such as introduction of any changes in the Articles of a company or filing for bankruptcy and dissolution of a company or change in the board of directors need to be approved by the shareholders. Generally, normal decisions taken by the board of directors for normal functioning of a company, does not require the affiliation of shareholders. The corporate resolutions should be duly filed for any further references. Appointment of any subcommittee also calls for a corporate resolution. A majority has to favour a resolution for it to take effect and be passed. The passed resolutions are recorded in the minutes of the meeting.

Types of Corporate Resolutions:

The first corporate resolution is placed after the incorporation of the company and the introduction of bylaws. Just after the adoption of company’s bylaws, the first corporate resolution is passed. It can be for appointment of directors and organizing the corporation of the company. Following are the examples of very first corporate resolutions of the company and the decisions to be taken, before a corporation becomes fully operational

Approval of Bylaws

Appointment of Directors

Appointment of Officers

Selection of Corporate Seal

Establishment of Executive Office

Securing various Govt Approvals

Schedule of Board of Directors Meetings

Schedule for Annual Meeting of Shareholders

Authorizing Treasurer/Administrator/CFO for opening and using accounts

Authorizing Corporate Account and Designate of Authorized Signer

Appointment of Law Compliance Committee

Authorization of Issuance of Shares of Stock

Assigning of Lease

Loan Funds

Obtaining Corporate Credit Card

After the passing of first corporate resolution it is resolved that each meeting should be properly notified in advance, hence it also becomes a part of corporate resolution the only exception being the first meeting.

Application of Corporate Resolutions:

The subsequent board meetings and corporate resolutions can cover the following subjects and more:

Appointment/Termination of Directors and Officers

Introduction of New or Amendment of in place Articles or Bylaws

Amendment to the existing “Operating Agreements”

Encumbrance by lending

Adoption of Corporate Loan Documents

Adoption of Additional Resolutions

Absence of the records of corporate resolutions can lead to dire consequences for not only to the company but also to the board of directors making them liable for penalties and other legal entanglements. Recording of minutes of board meetings and the subsequent corporate resolutions can be a cumbersome job and can also expose it to human errors. Hence some innovative companies have come forward to bail the industry as a whole from this lurking problem by designing customized softwares. These softwares are easily available in the market and offer variety of services which can help the company maintain the records, creating desired documents and streamline the functioning of the company.

Comments (0)

September 12, 2007

Corporate Resolutions and Directors

Filed under: BizDoc News — admin @ 3:27 pm

Holding corporate meetings and keeping up with resolutions are fundamental to why you formed a corporation. Appropriate and timely corporate resolutions help protect the personal assets of its owners and officers. You can lose tax deductions and benefits if you do not conduct meetings that create the resolutions supporting the actions taken by the corporation.

Writing corporate resolutions should be simple and contain language adequate enough to show that the board of directors exercised its legal duty of care and loyalty. Resolutions should reflect the meetings and in black and white soon after the agreed upon actions have occurred.

An essential resolution a company address is the Appointment of Directors. Directors are obligated by law to manage the corporation on behalf of shareholders in good faith and in the best interests of the corporation. Here are three important factors regarding appointed directors:

Directors are elected by a simple majority of the shareholders unless the Articles of Incorporation or a unanimous shareholder agreement states otherwise.

Directors control the selection of the officers who run the corporation. Directors also define the capacity of the responsibility of its officers.

Directors are commonly concerned with most of the major corporate decisions such as writing the business plan, selling or issuing stock shares, assume debts and liabilities allocate corporate profits and pay dividends to shareholders.

Statistics show almost 80% of the corporations in the United States do not keep up or maintain their corporate records. The IRS scrutinizes corporate minute books during an audit looking for discrepancies between the actions of the corporation and the resolutions adopted by the Shareholders and Board of Directors. The minute books include your company’s Articles of Incorporation, Corporate Meeting Minutes, and Corporate Resolutions.

It is very important that all records, resolutions and minutes of your corporation should be kept in your Corporate Minute Book for a period of no less than six years.

Board members are required to act in a prudent manner on behalf of the corporation’s best interests. Generally the first Board of Directors meeting should typically include:

Approving the corporate Bylaws

Deciding on the corporation’s fiscal year

Establishing procedures including record keeping

Selecting or appointing the corporate officers

Electing S Corporation status if appropriate

Authorizing the sale of stock

Corporate Resolutions, Bylaws, Company Minutes and Stock Ledger information maintained properly are vital to the continued success and existence of a corporation. They are the unfailing protection of the company directors and shareholders.

Our software BizDoc is a complete all-in-one set of tools and services to help you keep your corporate records up to date and in absolute compliance. Please visit our website for a free test drive!

Comments (0)

September 6, 2007

Corporate Minutes Are a Must

Filed under: BizDoc News — admin @ 10:23 am

Let’s start with the basics, first of all you incorporated your business for most if not all these reasons:

Asset Protection

Personal Liability Protection

Tax Savings

Separate Personal and Business Credit

Stronger Business Image

Every entrepreneur who incorporated to gain these benefits and protection can also lose these benefits and pierce thier corporate veil simply by not taking proper company minutes.

State laws in all 50 states require that all Corporations and LLC’s maintain proper corporate records and prepare annual meeting minutes, it is a must. Keeping regular company meeting minutes is your primary paper trail for your new corporation’s legal life, therefore it is very important to know when and how to prepare these minutes.

Last year the IRS.gov commented that “most small business companies who incorporated failed to keep proper or accurate company minutes, if at all!”

Your business card states “incorporated,” but if a lawsuit or audit should turn up, the courts and the IRS would surly feel differently when they ask to see your company minutes. To help you stay in compliance and stay on top of your necessary company documents, we’ve created a powerful software application to simplify and automate the entire process.

The Corporate Manager Software can easily maintain ALL of your required corporate records and help you stay in compliance for the following company actions:

Annual meetings of directors and shareholders

The issuance of stock to new or existing shareholders

The purchase of real property

The approval of a long-term lease

The authorization of a significant loan amount or substantial line of credit

The adoption of a stock option or retirement plan

The making of important federal or state tax decisions, and

Many other actions, such as buying a new company vehicle.

Our software is a complete all-in-one set of tools and services to help you keep up to date and in compliance without the worry or difficulty. You can test drive our BizDoc Software fully functional trial version by visiting our website.

Comments (0)

August 31, 2007

Opening a Corporate Bank Account

Filed under: Articles — admin @ 2:14 pm

After you form your corporation, make sure to call and organize regular shareholder and director meetings, as well as document important corporate decisions, like opening a corporate bank account. Otherwise, the courts and the IRS might decide that your business doesn’t qualify as a corporation.

The establishment of corporate checking and savings account should take place by corporate resolution. Normal business records should be maintained for simple banking dealings such as writing checks or making deposits. Ledger entries, deposit slips, and the checks themselves are evidence these transactions.

Corporate accounts require a wide-range of documentation about the company and all documents have to be authenticated according to the bank’s precise instructions. In order to assure your corporation is treated as a separate entity from its owners, the corporation must maintain separate bank accounts from its owners. What this means is you should not care for your corporation’s bank accounts, checking or otherwise, as your personal accounts.

Required account opening information may include articles of incorporation, a corporate resolution by the directors authorizing the opening of the account, or the appointment of a person to act as a signatory for the entity on the account.

The bank, through its trust or private banking departments, is facilitating the establishment of a corporate entity for a new or existing customer. The bank frequently has ongoing relationships with the customers who initiate the establishment of a corporate entity.

The bank’s Customer Identification Program (CIP) should detail the identification requirements for opening an account for a corporate entity. When opening an account for a customer that is not an individual, banks are permitted by 31 CFR 103.121 to obtain information about the individuals who have authority and control over such accounts in order to verify the corporate customer’s identity.

Important financial transactions will be authorized at later meetings of the board of directors and properly recorded in the minutes. A corporate resolution authorizing a significant financial transaction, such as borrowing large sums and providing corporate property as protection for any loans, should be described in the minutes adequately to identify any specific transactions.

Corporate Resolutions are vital to the continued success and existence of a corporation. They are the unfailing protection of the company directors and shareholders.

As a general rule all records, resolutions and recorded minutes of your corporation should be kept for a period of no less than six years.

Our software BizDoc is a complete all-in-one set of tools to help you keep your corporate records up to date, all in one place, and in complete compliance. Please visit our website for a free test drive!

Comments (0)

August 7, 2007

Corporate Activities that Need Resolutions

Filed under: Articles — admin @ 2:01 pm

Since a corporation is under the management of the board of directors, several corporate activities need to be put to vote before they can be implemented. The board of directors and the shareholders can decide and pass resolutions. The board of directors can pass some resolutions and the shareholders can pass some resolutions, some resolutions need to be passed by both the shareholders and the board of directors. These corporate activities are agreed by the board of directors and passed by the shareholders. Some of the corporate activities are stock splits, dividends, mergers, acquisitions, rights issues and spin offs, restructuring, etc.

Corporate Resolutions following Incorporation

There are several resolutions that are to be passed by the board of directors in its first meeting, once incorporation of a company is completed. They are, the approval of the agent for service of process, approval of bylaws, appointment of directors, election of officers, adoption o corporate seal and stock certificate, selection of the tax year, select time of board meetings and annual meeting of share holders, authorizing the treasurer to open and start using the account, authorizing corporate account and authorizing a signer, filing any state required forms, issuance of the shares, opting for the S corporation status etc.

The board of directors and the shareholders passes these resolutions after informed decisions have been made for the betterment of the company.

List of some common corporate resolutions

Resolution to adopt a trade name

Resolutions to authorize a franchise Agreement, borrowing on a line of credit, sale/leaseback transaction, a contract and to sell assets.

Resolution to approve a Chapter 11 Reorganization or Bankruptcy protection plan

Resolution to appoint a purchasing agent

Resolution to assign lease

Resolution to acquire shares, assets of a business

Resolution to borrow against accounts receivable, capital, from a designated bank, on inventory and equipment

Resolution to commence litigation

Resolution to convert excess depreciation to surplus

Resolution to defend suit

Resolution to exercise option to extend lease

Resolution to factor accounts-receivable

Resolution to file chapter 11 reorganization, chapter 7 bankruptcy

Resolution to file for receivership

Resolution to grant mortgage or security interest

Resolution to indemnify and hold harmless

Resolution to issue general release

Resolution to issue option to purchase shares and issue a guarantee

Resolution to lease equipment, motor vehicles and premises

Resolution to loan funds

Resolution to make assignment to creditors

Resolution to mortgage real estates

Resolution to negotiate a specific contract

Resolution to obtain corporate credit card, license

Resolution to open bank accounts

Resolution to purchase equipment, motor vehicle, real estate

Resolution to terminate a contract, an employee, lease

Resolution to qualify as a foreign corporation

Resolution to ratify acts of a certain party, board of directors actions

Resolution to reacquire and redeem outstanding shares

Resolution to reimburse lender

Resolution to hire an employee

Resolution to retain an accountant, attorney, business broker, professional consultant, real estate broker or special accountant.

Resolution to sell assets subject to shareholder approval, business assets, corporate shares, equipment, motor vehicle, real estate

Resolution to settle litigation

Resolution to sublet space

Resolution to waive restrictions on transfer

These are some of the corporate activities that need resolutions to be passed. Advances in the software industry has made it possible to print forms for these resolutions and several companies offer service to supply printed forms making the task of filing and documenting these resolutions easy for the corporation.

Comments (0)

July 23, 2007

Corporate Bylaws Made Simple

Filed under: BizDoc News — admin @ 11:44 am

Writing your new corporation’s bylaws is a key step on your new businesses path to success. Corporate Bylaws are a set of rules and regulations which govern the business conduct and organization of your corporation. Simply put, Corporate Bylaws are the central document defining how the corporation should to be operated.
Every corporation must adopt Bylaws upon formation. Writing the Corporate Bylaws is pretty simple. A new corporations Bylaws are typically written and created by the person(s) who initiated the incorporation process, called the incorporator. They may also be written or formally adopted by the new corporations board of directors, and should be one of the board’s first actions.

For example, the Bylaws normally include requirements such as the number and election of directors, the various corporate officers, duties and obligations of board members and shareholders. These Bylaws and can be contained within a single written document, the bylaws dictate the operating principles and procedures that the corporation will follow throughout its life as a business entity, therefore are very important when outlining what the corporation can and cannot do. Please remember this very important detail.

Corporate bylaws are expected be more multifaceted the larger the business, but a typical corporation’s Bylaws will cover and should contain:

Identifying information - name, address, and principal place of business

Number of directors and corporate officers - authorized for the corporation

Number of shares and stock classes - that the corporation is authorized to issue

Outline of Procedure for corporate record-keeping - including rules for preparation and inspection of records

Outline of Procedure for director and shareholder meetings - including frequency, location, and protocol

Outline of Procedure for amending articles of incorporation and bylaws.

Keep in mind corporate bylaws are not filed with any agency, such as your new corporation’s “Articles of Incorporation” that must be filed with the Secretary of State, but they are extremely important and should be kept as an essential part of your corporation’s business records. We want to express this strongly, as they may need to be disclosed to potential investors, creditors, and other entities with whom your corporation does business with.

Our software BizDoc is a complete all-in-one set of tools and services to help you keep your corporate paperwork in complete compliance and effortlessly record all of your required corporate business transactions and dealings all in one easy to use program. You can test drive our BizDoc Software fully functional trial version by visiting our website.

Comments (0)

July 16, 2007

Conducting a Shareholder Meeting

Filed under: Articles — admin @ 2:19 pm

A Shareholder Meeting is presided over by the Chairman. The responsibility of coordinating the meeting wrests with him unless the chairman assigns this responsibility to someone else. The formalities to adhere with, before calling a shareholders’ meeting, are

Participants’ List : Preparing a comprehensive list of the participants of the meeting is the very first step in conducting a shareholder meeting. All the participants should be carefully noted to avoid any discrepancy of leaving someone important out of the meeting.

Proper Notice : A proper notification, well in advance, should be issued to all the participants about the venue, timing and a brief agenda of the meeting. It should ideally be followed by a courtesy call reconfirming their intent to be present at the meeting.

Agenda : A clear and well chalked out agenda should be formulated and circulated among the organizers and the participants, giving them a brief and a fair idea as to what is expected in the meeting.

Reference Material : Any reference material having relevance to the meeting should be lined up. These can be documents such as the company’s charter, figures or reports which could be of importance regarding the agenda of the meeting and which might help the board to have a more comprehensive view of the situation in hand and facilitate a decision in that regard.

Importance of Shareholder Meeting:

Some of the aspects that come under the umbrella of Shareholders and which can not be decided without their consent are:

The decisions pertaining to classes of shares, rate of annual dividend on respective class of shares.

The decisions related to any change in management or board of directors such as addition or termination of its members.

All the subjects related to the company’s image in the market or any damage to it.

Decisions related to acquisition of other company.

Decisions related to dissolution of the company.

Approval of annual financial statements.

Essentials of Shareholder Meeting:

There needs to be not less than a specific number of participants for a meeting to be conducted. This is known as Quorum. Generally, the assembled shareholders should qualify for more than 51% shares, otherwise the status of the meeting remains unofficial and is devoid of the power to implement any decision or pass any resolution, and hence the Quorum should be religiously adhered by the coordinator of the meeting for making the efforts worthwhile. Although generally it is required to have a majority or more than 50% of votes to preside over any resolution, there are some aspects and subjects in a company’s charter where, according to law it is required to gather more than 65% votes to pass a particular resolution. These subjects include

Decisions on the classification of shares and the number of shares to be offered to the particular class.

Introduction of any change in the company’s charter.

Dissolution of the organization.

There can be provisions of virtual shareholder meeting wherein physical presence can be replaced by face to face interaction even from a distance. There are softwares available in the market to assist corporations in streamlining their efforts to conduct a smooth shareholder meeting. These softwares assist in documenting the meeting and provide other considerable assistance to minimize human errors and efforts.

Comments (0)

July 9, 2007

Change of Registered Agent or Office Resolution

Filed under: Articles — admin @ 2:08 pm

Holding corporate meetings and keeping up with resolutions are fundamental to why you formed a corporation in the first place. Appropriate and timely corporate resolutions help protect the personal assets of its owners and officers. You can lose tax deductions and benefits if you do not conduct meetings that create the resolutions supporting the actions taken by the corporation.

One of the first actions a new corporation should take is a resolution for a corporate Registered Agent designated to receive important legal correspondence and tax documents.

Almost ALL jurisdictions require that the corporation designate a registered agent for service of process. However, in most cases, anyone who has a street address, without a P.O. Box within the state of incorporation may act as a registered agent for the corporation.

Any entity conducting business within almost every state in the USA must register to do business in that state, appoint and maintain a registered agent, and in some cases a registered office.

A Registered Agent acts as the representative for accepting Service of Process served upon the company within the jurisdiction of any state where the company performs business. Service of Process is widely construed to include any legal proceeding, legal notice, or official government communication presented to the company while it is within the jurisdiction of a state.

In order to incorporate, states need you to continue with a registered agent within their territory. The name and address of the registered agent are put into the articles of incorporation so that the corporation can take delivery of important correspondence such as legal notices and tax documents.

Note that if you decide to form your corporation in the state in which your principal business is located, a director, officer, or employee can serve as the registered agent. However, even in this case, many businesses still decide to use a professional registered agent service to ensure that important legal and tax documents are kept separate from other general business correspondence.

If you need to change your registered agent, simply file a “Statement of Change of Registered Office or Registered Agent” with the Corporations Division. When you file the statement, you should also file a copy of it and pay the $5.00 fee. You can also amend registered agents and registered offices by indicating the change in your annual report.

Our software Corporate Manager is a complete all-in-one set of tools and services to help you keep your corporate records up to date and in complete compliance. Please visit our website for a free test drive!

Comments (0)