Legal Question in Business Law in California

Re: taking corporate minutes

One-person corporations, while certainly provided for in the law of California and indeed quite common, are particularly vulnerable to challenge by creditors under alter ego, veil-piercing theories. The reasons are simple: it is easy for one person working alone to shrug off the duties of corporate administration; and creditors know this often happens!

Every one-shareholder corporation must have at least one director. That's probably, but not necessarily, you. Normally, directors are elected by the shareholders at the annual meeting of shareholders.

Every corporation must hold shareholder meetings, elect directors and keep minutes. The Corporations Code makes no exceptions for one-person corporations. If calling, noticing, holding and taking minutes of a meeting with yourself seems silly, I'd agree with you in some respects, but the fact is the law requires it; I've done it myself.

At this point, I'd say buy a couple of those self-help law books or start-and-run your corporation books, usuall paperback and twenty to thirty bucks on Amazon or any good-sized book retailer. Read about meetings, meeting notices and minutes; also probably making, passing and recording motions and resolutions, electing directors and the difference between shareholder meetings and directors' meetings. Then run it right (following your bylaws, which of course you have and understand, right?) from this point forward, including separate bank accounts, a register of stockholders, issued stock certificates, and of course books that would pass muster in an audit, showing your substantial initial and subsequent investments in the corporation.

An audit could be coming down the pike, maybe by a bankruptcy trustee, maybe by the IRS, and maybe by the NYSE-listed form that's buying you or the investment bankers that are helping you do an IPO.

I don't approve of "dry-labbing" corporate records that never existed, but I see no harm in making an after-the fact written record of what you clearly remember deciding on and approving at all those meetings you had with yourself, including the sound of one hand clapping when you reported big profits to the assembled shareholders.

Re: taking corporate minutes

You are subject to penalties, some severe, for failing to obey the laws pertaining to corporate operation and documentation. If you can't research and study available materials to learn these things yourself, then you need competent legal assistance to correct your problems and educate you on what you are required to be doing. Feel free to contact me if serious about doing so.