Asset Protection for your Business: Corporate Shield Service

A key reason that business owners choose to form a separate business entity is so they won’t be held personally liable for business liabilities. However, courts will sometimes hold a business’s owners, members, and shareholders personally liable. When this happens it’s called “piercing the corporate veil.”

Generally, when evaluating if a corporation is legitimate – if the corporate veil should be pierced – courts look at the following factors:

Corporate Formalities: Did the corporation follow proper procedure, for example in its formation and appointment of directors, issuance of stock, the holding of its annual meetings, the filing of annual reports with the state, and the maintenance of its own property, and financial books and accounts? Or were the procedures not followed, was the corporation dependent on property or assets of a shareholder which it did not technically own or control, or were the corporate finances commingled with those of its shareholders?

Individual Control: What amount of financial interest, ownership and control did the principals maintain over the corporation?

Personal Use: Did the principals use the corporation to advance personal purposes?

Our Corporate Shield™ Service is a powerful and affordable business maintenance and updating program for our clients who own their own businesses. Our Corporate Shield™ Service provides a systematic review of your business’s activities, and includes properly documenting those activities.  By increasing the contact between us throughout the year and by encouraging proactive maintenance of your business’s operating documents, our Service increases your business’s chance of meeting its goals in the face of the ever-changing legal and tax environment

On initial enrollment, Wilson & Haubert, PLLC will:

  • Review Company’s internal operating documents (collectively referred to as the Governing Documents) to ensure they are current, properly coordinated, and compliant with state law.
  • Prepare Notices, Waivers, and Minutes of Meetings as required to bring Company into compliance with state law and the Company’s Governing Documents for up to two years before the date of this Agreement.
  • Register as the Company’s Registered Agent and Registered Office with the Secretary of State.
  • File additional documents as required by the Secretary of State.
  • Prepare ownership certificates as required, and create and maintain ownership and transfer logs throughout the term of this Agreement.

As ongoing and annual maintenance, Wilson & Haubert, PLLC will:

  • Prepare Notices, Waivers, and Minutes of Special Meetings as required by law, the Governing Documents, or at Company’s request, but not to exceed one meeting per quarter.
  • Prepare Resolutions to be adopted by the Company as required by law, the Governing Documents, or at Company’s request, but not to exceed once per quarter.
  • Conduct Annual Legal Checkup meeting between Company and Law Office.
  • File Company’s periodic reports required by law and the Secretary of State.
  • Respond to periodic requests for information from the Secretary of State.
  • Make minor changes and revisions to Governing Documents as required by changes in the law and at Company’s request, but not to exceed twice per year.
  • Maintain a duplicate copy of Company’s Governing Documents.
  • Prepare ownership certificates as required, and maintain ownership and transfer logs.
  • Conduct annual review of titling of Company assets and provide assistance and advice regarding titling or transfer of assets into Company.
  • Provide notary services.
  • Send periodic checklists and questionnaires to assist Company with annual updates, tax planning, retirement planning, end-of-fiscal-year planning, and other business planning matters.
  • Conduct periodic educational workshops and seminars.
  • Cover Secretary of State State filing fees.