Shulman Hodges & Bastian LLP
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Entity Records to Retain for Due Diligence Review

Whether it is the sale of a business, bringing in a new investor or taking out new financing, your company's records will most likely be reviewed as part of the "due diligence" process. Documents will also be needed to back up representations your company will most likely have to make in connection with loans or other fund raising events. Maintaining good records also demonstrates that you are respecting the entity which is a key defense against a claim to pierce the corporate veil and hold the owners personally responsible for the actions of the company.

Below is a list of entity documents for limited liability companies and corporations which we recommend retaining. Please note this is limited to entity documents and does not address broader issues of record retention. 

Corporations:

  • Articles of Incorporation and all amendments to the Articles of Incorporation (filed with Secretary of State so if you do not have on file a copy can be obtained)
  • Bylaws of the Corporation together with any amendments to the Bylaws and a copy of the resolution adopting the Bylaws and any amendments
  • All authorizations to do business in states other than the state of incorporation
  • Organization documents

      o Actions by Incorporator 
    o Initial Board Appointments 
    o Appointment of Officers

  • All State Filings made on behalf of the Corporation
  • Minutes for all Board of Director Meetings and copies of all resolutions voted upon and all actions by written consent of the Board
  • Minutes of the annual shareholder's meeting and all actions by written consent of the shareholders
  • Stock Ledger i.e. a listing showing all stock issued and all stock exchanged
  • Copies of all Shares of Stock Issued including canceled shares
  • Annual filings with the Secretary of State
  • Any agreement among shareholders

Limited Liability Companies:

  • Articles of Organization and all amendments to the Articles of Organization (filed with Secretary of State so if you do not have on file a copy can be obtained)
  • Operating Agreement and all amendments thereto
  • All authorizations to do business in states other than the state of organization
  • All State Filings made on behalf of the LLC
  • Membership Ledger i.e. a listing showing all membership interests issued and exchanged
  • Minutes of all Meetings of Members
  • All resolutions or authorization issued by the Manager 

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