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But You are My Attorney, not My Dentist…

Preventive maintenance for your entity from a legal perspective


An ounce of prevention is worth a pound of cure.”

‘De Legibus’ (c. 1240) by English Jurist Henry De Bracton


Potential Client:       “I have owned a limited liability company for several years. I haven’t had any issues, but someone is interested in investing in my business, and they asked to see my company’s records. I have my financial records, annual federal and state tax records, and documents from the Secretary of State when I formed the company.”

Attorney:                 “Ok, great. We will want the investor to sign a non-disclosure/confidentiality agreement before we hand over any documents. Also, we will want to make sure your company documents (corporate records) are in order, as well.

Potential Client:       “Company documents… what do you mean?”

Attorney:                 “The corporate records of the company; your company agreement or operating agreement; any resolutions that the company has passed over the years; and your minutes from the annual meetings of the members and/or managers.”

Potential Client:       [puzzled look on potential client’s face] “Umm, I’m not sure we have any of those.”

Attorney:                 “Do you have a company agreement or operating agreement that was signed when you started the company?”

Potential Client:       “No, I didn’t think I needed one since I was the only owner.”

Attorney:                 “Did you hold annual meetings for the company.”

Potential Client:       “I didn’t think that I needed to since I was the only owner. Honestly as long as I didn’t have any problems, I figured I didn’t need to do any of those things or have an attorney look at my company documents for me.”

Attorney:                 “If the only time you go to the dentist is when you have a toothache, the dentist is likely not going to have good news for you. You are probably going to need a filling or a root canal, or even worse, maybe a tooth extraction. It is always better to have regular checkups before you have a problem and maintain your dental health”

Potential Client:       “But you are my attorney, not my dentist. What does that have to do with my company?”

Attorney:                 “Maintaining the ‘health’ of your company is relatively similar. There are certain simple things you can and should be doing regularly, like documenting any resolutions of the company, having annual meetings and periodically meeting with your corporate attorney to do a ‘checkup’ of your corporate documents. Doing that periodically is much more cost effective than trying to fix problems when you have them.”

The old adage, “an ounce of prevention is worth a pound of cure,” is not only true for your dental health, it is equally true for the health of your company. At The Strong Firm P.C., we have assisted hundreds of clients by reviewing and regularly maintaining their company documents to ensure the company is in good shape, and we would be glad to do the same for you.

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