Legal Tip: New Year's (corporate) resolutions
DISCLAIMER: This material was not created by, but is being shared by, the Chamber Collaborative on behalf of a member.
By Paul J. Durham, Esq.
It’s January, which means New Year’s resolutions are plentiful. For many of us, those resolutions may focus on personal health and wellness. If you are the owner or operator of a business, now is also a good time to recommit to your corporate wellness. This can be as simple as developing new corporate recordkeeping habits or sticking to the old (but good) ones. Here are a few easy—but sometimes overlooked—legal action items to boost the wellness of your business in 2021.
Annual Meetings and Resolutions
If you do business as a corporation, the shareholders should hold an annual meeting to, among other things, elect the corporation’s Board of Directors. Your bylaws may specify how and when those meetings are to take place, and probably permit written consents to be substituted for actual meetings. In-person, telephonic or videoconference meetings are common for larger organizations, but even smaller, closely-held corporations should at least prepare written consents to cover all formalities required by applicable law. If it has been a year or more since you have gone through the formality of electing directors and officers for your corporation, add that to your to-do list now.
Annual Reports and State Filings
Most states require entities (whether formed as corporations, LLCs, or otherwise) to complete an annual filing in order to remain in good standing. The timing and nature of those filings and associated fees vary by state. For example, annual reports are due by April 1 in New Hampshire. Delaware domestic corporations are required to file an annual report and pay franchise taxes by March 1 of each year. A business that fails to meet its annual filing requirements can lose its good standing status. Often, this is easily remedied by payment of a late fee, but a company risks administrative dissolution by the state if it fails to file over a number of consecutive years.
Tradename Registrations and Trademark Filings
Regardless of whether you operate as a sole proprietor, partnership, LLC or corporation, if you do business under a tradename in New Hampshire you are required to re-register your tradename every five (5) years. Do you know when your current tradename registration expires? In addition, if you have federal trademark registrations for one or more of your marks, it is critical that you promptly respond to any notifications regarding new filing deadlines.
Review Contracts for Expirations and Autorenewals
In this legal tip series, I have already discussed the importance of understanding the term and renewal provisions in any long-term commercial contracts. The start of a new calendar year is as good of a time as any to create a schedule of expiring contacts and to establish a plan for how to manage them.
The above action items are unlikely to be the most critical issues you will address during 2021. However, keeping up with these legal details now will help you avoid the need to clean up or catch up at a time when you are actually entering to an important contract, applying for financing, or exploring the possibility of selling your business.
Sheehan Phinney has offices in Manchester, Concord, the Upper Valley, Boston, and soon Portsmouth. We provide a broad range of sophisticated legal services to our business clients. Visit sheehan.com to learn more. Durham can be reached at firstname.lastname@example.org.
While the above information may include some general guidance, it is not intended as, nor is it a substitute for, legal advice.