The Importance of Record Keeping for Your Ohio Corporation or LLC (Part 2)

As we discussed in part one of our series about record keeping, Ohio LLCs and Corporations have a number of obligations.

In this post, we’ll discuss specific tips for ensuring your company stays in compliance.

What to Include in Shareholder (or Member) Meeting Minutes

The minutes of the annual meeting of the Shareholders of a Corporation or the Members of a Limited Liability Company should include the following:

1. Identify the date, time, attendance and type of notice for a meeting, or the waiver of a meeting if by written consent;
2. Adopt and ratify the actions of the Officers and Directors of a Corporation or Officers and Managers of a Limited Liability Company and employees of the Corporation or Limited Liability Company as company acts, since the last annual meeting;
3. Elect Directors, or for a Limited Liability Company, the Managers;
4. Review and adopt financial statements of the Corporation or the Limited Liability Company; and
5. Adopt amendments of the Articles of Incorporation of the Code of Regulations in a Corporation or the Operating Agreement in a Limited Liability Company.

What to Include in Director (or Manager) Meeting Minutes

The minutes of the annual meeting of the Directors of the Corporation or the Managers of a Limited Liability Company should include the following:

1. Identify the date, time, attendance and type of notice for a meeting, or the waiver of a meeting if by written consent;
2. Adopt and ratify the actions of the Officers and Directors of a Corporation or the Officers and Managers of a Limited Liability Company, and employees of the Corporation or Limited Liability Company as Company acts, since the last annual meeting;
3. Elect Officers of the Corporation or Limited Liability Company;
4. Declare and authorize the payment of a dividend to all Shareholders of record;
5. Authorize the purchase of equipment and/or other items of personal property for the Corporation or Limited Liability Company;
6. Authorize the President to enter into contracts for the purchase for, and the Treasurer to pay for, the purchase and/or lease of items without specific authority of the Directors (or Managers in a Limited Liability Company), if the value of said purchase or lease is less than a specified sum;
7. Adopt and ratify the actions of the Shareholders of the Corporation or Members of a Limited Liability Company and/or Officers;
8. Document the business necessity for excess earnings accumulation;
9. Authorize retirement, pension, or profit-sharing plans;
10. Authorize and substantiate fringe benefit arrangements;
11. Authorize a buy/sell agreement among Shareholders of the Corporation or Members of the Limited Liability Company and/or the fair market value of transactions between Shareholders or Members and/or other related parties, and the Corporation or Limited Liability Company;
12. Discussion of pending litigation;
13. Authorize the borrowing of funds and/or the use of a line of credit for the Corporation or Limited Liability Company;
14. Authorize the purchase of other businesses, or the merger, consolidation, or sale of the corporate assets or Limited Liability Company assets; and
15. Any other matters which the Directors in a Corporation or Members in a Limited Liability Company deem necessary and worthy to be included in the Corporate or Company minutes.

Returns & Reports

The following is a listing of the Federal and State tax returns and other reports required to be filed at the appropriate times by most Ohio Corporations:

1. Federal Income Tax: Obtain Employer Identification Number by using Form SS-4;
2. State Franchise Tax (income tax return);
3. State Personal Property Tax Return (filed with County Auditor);
4. Federal Withholding and Social Security Taxes on Employees;
5. State Withholding Taxes on Employees;
6. Federal Unemployment Tax Return;
7. State Unemployment Tax Return;
8. State Workers’ Compensation Tax Return;
9. State Sales Tax Return;
10. Vendor’s License (County Auditor);

Other potential tax or other returns which may be filed, based on the type of business:

1. Use Tax;
2. Real Property Taxes;
3. Municipal Income Taxes;
4. Financial Institution Taxes;
5. Motor and Marine Fuel Taxes;
6. Utility Service Tax;
7. Cigarette Tax;
8. Highway Use Tax;
9. Alcoholic Beverage Tax (State and Federal)
10. Professional License Fees; and
11. Industry-Specific License Fees.

Talk to a Business Attorney in Columbus, Ohio

Does your company need to discuss its record keeping processes with an attorney? Our team is here to help. Click here to chat with Tom Somos, an experienced and qualified business attorney serving Columbus, Ohio.

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