Are you the owner of a corporation that has lost or misplaced its governing documents—such as the original Articles of Incorporation, stock certificates, bylaws, and related records? If so, you're not alone. I'm Katherine Taylor, an attorney for business owners, and I want to explain how we can help you get your corporate documents back in order—and why that matters.

Let's say you own a small corporation (not an LLC) and you've realized that your company hasn't held annual shareholder or board meetings in years. You can't locate your Articles of Incorporation or stock certificates. So, what do you do?

If you call us, here's how we'll help:

We'll start by asking what documents you do have. Even if it's just a few scattered pieces of paper, we'll review whatever you can provide.

Next, we'll gather key information from you, such as:

- Who the original and current board members and officers are

- Whether meetings have been held informally but never documented

- Whether any stock has changed hands, or if ownership has remained the same

Then we'll prepare the necessary documents to bring your corporate governance up to date. Many states allow what's informally known as a “bring-to-date resolution.” This document outlines any historical changes and retroactively ratifies prior actions taken by the board and shareholders. Once finalized and signed by your current board or officers, your corporation will be fully compliant and up to date.

Why is this important? Having your corporate documents in order is critical if:

- You're applying for a business loan

- You're preparing to sell the company (whether selling assets or shares)

- You're transferring ownership or shares internally, such as to another shareholder or employee

- If this sounds like your situation, contact us—we can help.