Protect your assets: LLC, corporate record book, annual minutes and insurance for contractors.
Your company needs to be properly formed and up to date to protect you. Trusted partners handle the legal and insurance side; we get your bookkeeping ready.
A strategic partner handles it
If your company isn’t properly protected, this is what’s happening.
Your assets and the business’s are mixed together
If something goes wrong, your home and your savings could be on the line.
Your corporation is “dormant”
Without an up-to-date corporate record book and annual minutes, your protection weakens.
You don’t know if your insurance is enough
A policy that doesn’t cover what you think it does can cost you dearly.
When do you need this service? Everyday examples.
You’re about to sign a big contract
You want an attorney to review it before you commit to a client or a supplier.
You want to form your LLC or corporation
You work as an individual and want to separate your home and savings from the business.
Your corporation has gone years without minutes or a corporate record book
You formed it a while ago, but never kept it up to date and the protection weakens.
You don’t know if your insurance is enough
You have a policy, but you’re not sure what it covers or leaves out.
You want to protect your family
A trust and a will help what you built reach whoever you choose.
You’re thinking about a holding company
You want to understand whether it makes sense to separate your properties or investments from the operating business.
Here’s what changes when your company is protected.
Your home, separate from the business
A formed, up-to-date company helps keep business problems from reaching your personal assets.
Paperwork in order
Corporate record book and minutes ready when a bank, a client or an attorney asks for them.
Your family, more at ease
With a trust and a will, your decisions are in writing.
Insurance that actually covers
You know what each policy covers and what it doesn’t, before you have an accident.
Related services
Form your LLC in California
What an LLC protects, what the state requires and what comes next.See the page →Insurance for contractors
General liability, workers comp and what to ask your agent.See the page →Attorney for contractors
Contracts, trust, will and holding company with partner attorneys.See the page →This service is provided by an independent partner, not Oficina del Contratista. We are not responsible for our partners’ services, fees or results. Some partners pay us commissions or profits for referring you.
Here’s how we work with trusted partners.
Partners handle the legal and insurance side. We explain the process and keep your bookkeeping up to date.
What you have today and what worries you.
With partners for LLC, corporate record book, annual minutes and insurance.
Your company and your numbers, organized.
What does a standard corporate book contain?
The corporate book (or “minute book”) is the binder where it is documented that your company exists, who runs it and what decisions it made. In California the law requires certain records to be kept up to date. This is what it usually contains, depending on the type of company.
If your company is an LLC
- Articles of Organization (Form LLC-1) — the birth certificate of the company, stamped by the Secretary of State.
- Operating Agreement — who owns what percentage, how decisions are voted and how profits are shared.
- Member register — an up-to-date list of members with their contributions and their share of profits and losses.
- Statements of Information (Form LLC-12) — a copy of each statement filed with the Secretary of State.
- Minutes and written consents — the important decisions: opening the bank account, taking out a loan, signing large contracts or changing managers.
- Tax returns — copies of the federal and state returns for recent years.
If it is a corporation (S-Corp or C-Corp)
- Articles of Incorporation — the formation document, stamped by the Secretary of State.
- Bylaws — the internal rules: meetings, directors, officers and voting.
- Organizational minutes — appoint the directors and officers, adopt the bylaws, and authorize the issuance of shares and the bank account.
- Shareholder register and share certificates — names, addresses, and the number and class of shares of each shareholder.
- Shareholder and board minutes — the annual meeting and every important decision, or their written consents.
- Statements of Information (Form SI-550) — a copy of each statement filed with the Secretary of State.
- Annual report to shareholders — the law requires it, unless the bylaws waive it for corporations with fewer than 100 shareholders.
- S-Corp election (Form 2553) — if it applies, with the IRS confirmation.
In both cases
- EIN letter — the IRS confirmation with your company’s identification number.
- Current licenses and insurance — for example your contractor’s license (CSLB) and a copy of your policies.
- Agreements between partners or shareholders — buy-sell agreements, partner loans and any written agreement.
How often it is updated
- Statement of Information: an LLC files it every two years (LLC-12) and a corporation every year (SI-550). Check the current fee and due date with the Secretary of State.
- Franchise Tax Board annual tax: LLCs pay the annual tax with Form 3522 and corporations pay the minimum franchise tax. Check the current amount and due date.
- Minutes: at least once a year and every time an important decision is made.
References
- California Corporations Code §1500: books, minutes and shareholder record
- California Corporations Code §1501: annual report to shareholders
- California Corporations Code §1502: corporation Statement of Information
- California Corporations Code §17701.13: LLC records
- California Secretary of State: business entities FAQ
- California Secretary of State: bizfile Online (forms and filings)
- Franchise Tax Board: instructions for Form FTB 3522, annual LLC tax
- Franchise Tax Board: due dates for businesses
- IRS: how to get an employer identification number (EIN)
This guide is for information and education only. It is not legal or tax advice, and the requirements may change. The legal documents are prepared by our partners or your attorney; we keep your bookkeeping up to date.
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Oficina del Contratista by Armando Ehrenzweig
Armando Ehrenzweig
With experience in administration, sales and consulting for construction businesses. He explains your numbers in words you actually understand.
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