Apparently, "meeting minutes" are one of the differences between an LLC & Corporation. I do my "minutes" for the "annual meeting". No biggie, but considering changing over to an LLC. -RickG
On Wed, Jun 3, 2009 at 6:06 AM, George Rogato <wi...@oregonfast.net> wrote: > Yeah, my accountant told me a story about one of his un named clients > who was previously part of a corp . Turns out there was a lawsuit > against a corporation that had filed for bk protection a couple years > earlier. > > The person filing the lawsuit wanted to see the corporate minutes for > the now defunct corporation to see if they were done on a regular basis. > > What they were after is, was it a real corporation that held directors > meetings on a regular basis and kept minutes. > > if not, then the corporation would in fact be considered an illegal > corporation and the shareholders would then be considered sole > proprietors and the corporations bk would be over turned, leaving them > open to that lawsuit. More so than exposing the share holders to that > type of liability, the share holders, now sole proprietor or partners > would have also filed false tax returns and would be subject to all > those unpaid taxes and penalties interest etc. > > A can of worms indeed, when not done right. > > > > Travis Johnson wrote: >> I understand the corporate structure and how it works. I also know that >> if you follow all the proper corporate bylaws, they can NOT break the >> corporate barrier. Yes, they will try and list each person individually, >> but if you have a good attorney, that is a simple motion to get the >> individuals removed (been there, done that). >> >> Travis >> Microserv >> >> Marlon K. Schafer wrote: >>> It can be done a lot cheaper. But we work hard to do it right not cheap >>> these days. >>> >>> And the corporate veil isn't as strong as it used to be. If your company >>> screws up the officers (that's you) will be named on any suit these days >>> too. >>> >>> marlon >>> >>> ----- Original Message ----- >>> From: Travis Johnson >>> To: WISPA General List >>> Sent: Monday, May 25, 2009 9:53 AM >>> Subject: Re: [WISPA] Quesiton on Funding / Financing / Capital >>> Availability >>> >>> >>> Huh? We incorporated in 1997 and I think total cost was less than $500. >>> How do you ever expect to get away from having to do personal guarantees if >>> you don't operate like a "real" business? >>> >>> Travis >>> Microserv >>> >>> Marlon K. Schafer wrote: >>> One more thing. I don't agree with your definitions per se'. >>> >>> We all have businesses. A proprietorship is a TYPE of business. We are a >>> proprietorship because I'm not incorporated (incorporating is over rated and >>> expensive to do right). I'm still a business though.... >>> >>> http://en.wikipedia.org/wiki/Business >>> >>> http://en.wikipedia.org/wiki/Sole_proprietorship >>> >>> http://en.wikipedia.org/wiki/Asset >>> >>> marlon >>> >>> ----- Original Message ----- >>> From: "Charles Wu" <c...@cticonnect.com> >>> To: "WISPA General List" <wireless@wispa.org> >>> Sent: Sunday, May 24, 2009 10:03 PM >>> Subject: Re: [WISPA] Quesiton on Funding / Financing / Capital Availability >>> >>> >>> Hi Marlon, >>> >>> I think it's appropriate to make a few definitions and distinctions on >>> things so everyone is on the same page >>> >>> Specifically, for purposes of making my point, I define >>> >>> Proprietorship: A commercial activity engaged in as a means of livelihood >>> or profit >>> >>> Business: A unique system of processes and procedures that documents and >>> codifies a specific method of proprietorship >>> >>> Asset: cash, inventory, equipment, infrastructure, customer contracts, >>> brand, marketing, etc >>> >>> Grin. Sure it is. That's what a LOT of small business people do. It's >>> also kind of common for doctors, dentists, plumbers etc.... Sometimes it >>> sucks, >>> Now, everything you stated above is just a method of proprietorship, >>> and >>> in most cases, from a sale perspective, a proprietorships isn't worth >>> anything more than the depreciated value of its assets >>> >>> Say you were buying out the local plumber's office -- what would he have >>> of value? His truck? Some old tools? A customer list / brand perhaps >>> (but the reality of things is that customers do business with him because >>> of him, and if you bought him out and he moved out of town, those >>> customers would probably go back to being on the open market) >>> >>> Now, in comparing the WISP 'proprietorship' vs. the plumber, it's worth >>> noting that the WISP is somewhat unique in that it results in the creation >>> of an independent asset that holds onto a lot of value (e.g., the >>> recurring revenue and everything that goes to support it); in many ways, >>> this is akin to real-estate >>> >>> Not >>> everyone out there even wants to get that big (if I had a nickle for every >>> business owner that's told me the most fun they had and the most money >>> they >>> made was when it was just them, no employees......) But then again, >>> that's >>> one of the really cool things about this buisness, it's big enough and >>> flexible enough to allow many different business models and operator >>> dreams >>> to bear fuit! >>> True...and you have the added benefit of building an asset that has >>> value >>> (be happy we're not plumbers =) >>> >>> -Charles >>> >>> >>> >>> >>> >>> -------------------------------------------------------------------------------- >>> WISPA Wants You! Join today! >>> http://signup.wispa.org/ >>> -------------------------------------------------------------------------------- >>> >>> WISPA Wireless List: wireless@wispa.org >>> >>> Subscribe/Unsubscribe: >>> http://lists.wispa.org/mailman/listinfo/wireless >>> >>> Archives: http://lists.wispa.org/pipermail/wireless/ >>> >>> >>> >>> -------------------------------------------------------------------------------- >>> WISPA Wants You! 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Join today! >>> http://signup.wispa.org/ >>> -------------------------------------------------------------------------------- >>> >>> WISPA Wireless List: wireless@wispa.org >>> >>> Subscribe/Unsubscribe: >>> http://lists.wispa.org/mailman/listinfo/wireless >>> >>> Archives: http://lists.wispa.org/pipermail/wireless/ >>> >>> >> >> >> -------------------------------------------------------------------------------- >> WISPA Wants You! Join today! >> http://signup.wispa.org/ >> -------------------------------------------------------------------------------- >> >> WISPA Wireless List: wireless@wispa.org >> >> Subscribe/Unsubscribe: >> http://lists.wispa.org/mailman/listinfo/wireless >> >> Archives: http://lists.wispa.org/pipermail/wireless/ > > > -------------------------------------------------------------------------------- > WISPA Wants You! Join today! > http://signup.wispa.org/ > -------------------------------------------------------------------------------- > > WISPA Wireless List: wireless@wispa.org > > Subscribe/Unsubscribe: > http://lists.wispa.org/mailman/listinfo/wireless > > Archives: http://lists.wispa.org/pipermail/wireless/ > -------------------------------------------------------------------------------- WISPA Wants You! Join today! http://signup.wispa.org/ -------------------------------------------------------------------------------- WISPA Wireless List: wireless@wispa.org Subscribe/Unsubscribe: http://lists.wispa.org/mailman/listinfo/wireless Archives: http://lists.wispa.org/pipermail/wireless/
