Legal Question in Business Law in Texas

I own three S corp's and have just started on the 3rd. I set up up through Legalzoom and received their packet with all sorts of forms pertaining to minutes, stocks, etc. What I have realized is that since the other two businesses only consist of one director and shareholder (me), I never did yearly meetings with minutes and the like. Do I have to actually have a meeting and do the paperwork on this stuff or can I A) not do anything or B) Sign a waiver each year stating that no meeting is necessary?

Thanks!


Asked on 1/06/11, 11:59 am

1 Answer from Attorneys
Kevin B. Murphy Franchise Foundations, APC

As a Franchise Attorney I can say this. One of the main reasons for forming a corporation is to limit personal liability. And one of the favorite ways to "pierce the corporate veil" and go after the individuals is by showing the corporation do not observe required formalities, like annual shareholder and director meetings. Doesn't matter that you're the sole director and shareholder. You need to observe corporate formalities and can't waive these. Consult with a good business or franchise attorney for specific advice on developing form meeting minutes you can use each year.

Mr. Franchise - Kevin B. Murphy, B.S., M.B.A., J.D.

Franchise Foundations, a Professional Corporation

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Answered on 1/11/11, 12:09 pm


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