At The Penning Group, we contact our corporate clients on at least an annual basis to remind each client of the necessity of maintaining their corporate records in order to comply with the requirements referenced below. In order to assist our clients with organizing the information required to be included in the annual minutes of the corporation, we have prepared a checklist identifying the various events and actions needed. If you are a Penning Group corporate client, you probably have seen this checklist in a different format before. If you are not a Penning Group client, you may want to utilize the checklist to organize the information to be provided to your own corporate counsel.
The Michigan Business and Corporation Securities Act requires that corporations of all types maintain corporate records on an annual basis in the corporation's record book in order to qualify as a valid entity in the state of Michigan. Further, the Act requires that special or unique actions taken by shareholders or directors on behalf of a corporation throughout a fiscal year also be recorded in writing and made part of the corporate records. Finally, the Internal Revenue Service also requires several actions taken by shareholders and / or directors on behalf of a corporation be reflected in writing in the corporation's records for audit purposes.
We hope you find the checklist of assistance to you. If you have further questions, please feel free to contact The Penning Group.
____Who are the present shareholder(s) of the Company? (Please provide full names.)
____Have any shareholders taken action by proxy? (i.e. by a person appointed to act on his/her behalf.)
____Are there any new shareholders?
____Were there any changes in Company stock? (Issuance of preferred, common voting, non-voting shares, etc.)
____Have the shareholders approved any board actions, resolutions and/or board decisions in the past fiscal year in any written documents? If so, please provide a copy.
____Did the shareholders hold any formal special meetings since the last annual meeting? (If yes, please provide the purpose of the meeting, business discussed, and any resolutions or actions approved, together with copies of any documents confirming the meeting.)
Director / Officer Information
Identify the individuals who were last elected and served on the Board of Directors.
2. Appointment/Election of Officers:
Identify the individuals who were last elected and served as Officers of the Corporation:
Also, please indicate if the same individuals will continue to serve as Officers in the current fiscal year and note any changes.
1. Personnel Matters / Benefits
____Please identify any new insurance policies purchased by the Company on behalf of any employer/officer/director, including health, disability, or life insurance (or identify any changes in these types of coverages).
2. Compensation of Key Employees / Owners:
____Review and approve salary, bonuses and any other compensation received by key employees / owners.
____Review and approve any proposed changes to compensation in current fiscal year.
Financial Statements and Related Information
1. Financial Statements:
____Please provide a copy of the Company's year-end financial statements.
2. Annual Report:
____Please provide a copy of the Company's annual report filed with the state of Michigan or the state of incorporation, if not a Michigan corporation.
3. Authority to Do Business Documents:
____Has the Company filed all required documents for authority to do business in states where the Company is doing business, other than in the state of original corporation?
1. Banking Matters:
____Has the company opened or closed any bank accounts?
____Has the Company changed banking institutions?
____Please identify any changes in authorized signers with regard to bank accounts.
____Has the Company made any resolutions with regard to depository accounts? (If yes, please provide copies.)
____Has the Company taken out any new loans? (If yes, please identify the amount, purpose, and lending institution for each loan.)
2. Property / Equipment Matters:
____Please identify all purchases / leases of equipment by the Company in excess of $15,000.00. (Identify the equipment by name, model number if applicable, purchase price and date purchased / leased.)
____Please identify any sales of Company equipment. (Include sale price, date of sale, and description of equipment sold.)
____Please identify any increases or changes in rents, leases, or other contracts with respect to the Company's buildings, real estate holdings and place of business operations.
Liability / Insurance & Related Matters
____Has the Company been sued in the past year? If so, please provide all information regarding the lawsuit and its status.
____Has the Company obtained new or changed any of its liability coverages? Please list all of the liability insurance coverages carried by the Company, together with the carriers, annual premiums and a summary of coverages.
Please visit our website where we have additional checklists for your business.
Dan A. Penning