The Corporate Records Nobody Thinks About Until Someone Asks For Them

Volume 13 No 5    /    Read Article

By Simon Prisk

Forming a Delaware corporation or limited liability company (“L.L.C.”) is remarkably easy. Remembering what to do with its internal records afterwards can be another matter. Corporate attorneys are frequently asked to form corporations and limited liability companies for use as blockers, holding companies, or acquisition vehicles in connection with a transaction. The entity itself may be only a small part of a much larger transaction, with most of the attention being paid to the purchase agreement, financing documents, or other agreements that is entered into by the newly formed entity. Once the transaction is completed, however, the internal corporate records of the newly formed entity can easily become an afterthought. The issue often resurfaces months or years later when a lender, purchaser, investor, or foreign counsel asks to see them. In his article, Simon Prisk looks at the various ancillary documents that are executed and then frequently ignored by clients that do not have an internal legal department. Examples include (i) certificates of formation, (ii) bylaws, (iii) subscription agreements, (iv) amendments to reflect changes to formal ownership records, and (v) a physical or digital minute book.  See more →