Corporate Services

Annual Corporate Minutes

Corporations and LLCs that do not respect their separate business existence and observe corporate formalities may subject their owners to have to pay the business' debts under the equitable doctrine of "piercing the corporate veil":

"A court will apply the following factors to determine whether the corporate form is a mere sham: failure to observe corporate formalities, non-payment of dividends, siphoning of funds of the corporation by the dominant stockholder, non-functioning of other officers or directors, and the absence of corporate records."  Olen v. Phelps, 200 Wis.2d 155 (Ct. App. 1996), referencing U.S. v. Pisani, 646 F.2d. 83, 88 (3rd Cir. 1981).

The penalty from having your corporate veil pierced is that the corporation's shareholders or LLC's members will become personally liable for all the business' debts and obligations which completely defeats the purpose of operating your business within the corporate or limited liability entity forms.  This is a terrible result.

Regularly signing annual minutes for your business is a great way to demonstrate compliance with corporate formalities and maintaining proper corporate records.  Ullenberg Law Offices SC can help.  Call us today to be put on our annual minute preparation list.

Corporate/Small Business Counsel Services.

Today’s business world is fret with legal minefields.  Often times checking with a lawyer before costly mistakes are made is less expensive than litigating disputes and issues down the road. Large corporations often have general counsel on staff to assist with providing that counsel and to timely address internal legal questions. Ullenberg Law Offices SC provides corporate legal counsel services to its small and mid-market clients throughout Wisconsin.  Those services include:

• Registered agent and corporate filing maintenance services
• Corporate book depository and maintenance
• Contract review, preparation, and negotiation
• Employer-related issues concerning employee hiring, termination, confidentiality, and non-compete
• Due diligence in the purchase or sale of real estate, subsidiaries and entire business entities and lines

These services are available on a set monthly retainer or hourly basis as needed. If you need access to corporate counsel for your growing business, Ullenberg Law Offices SC can help.