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ASK THE EDD LAWYER – PLEASE PROVIDE SAMPLES OF BASIC ANNUAL CORPORATE MINUTES AND AN EMPLOYMENT CONTRACT

by Robert S. Schriebman

This article is to be read in conjunction with Article 76 entitled HOW IMPORTANT IS IT FOR ME TO PREPARE ANNUAL AND SPECIAL MINUTES FOR MY SMALL CALIFORNIA COPORATION?

CAUTION AND DISCLAIMER: The following samples of annual corporate meetings for shareholders and members of the Board of Directors, and sample employment agreement, are meant to be only guidelines. No legal advice is being provided in any manor whatsoever. No relationship of attorney and client is intended to be established. These are general examples only. Your business and needs may vary. I strongly advise you to seek the advice of a competent business/corporate attorney to have him or her review these documents for suitability before you print them out and adapt them to your needs.

I prepared these minutes and employment agreement for you because I have found over the years, unfortunately, that start up companies, trying to save money, hire the services of non lawyers to incorporate them “on the cheap.” In life you get what you pay for, and I firmly believe that rarely does anyone give you something for nothing. “On the cheap” basic corporate services charge a small amount of money to incorporate a business. They give you only the basics which are usually only Articles of Incorporation – nothing else. This is not sufficient if you have to undergo an audit by the EDD, FTB, or IRS.

The incorporation process, if done correctly, is complex. Obtaining the Articles of Incorporation is the easy part. A proper incorporation process demands that you consider many other facets such as proper capitalization and the issuance of stock certificates properly created. Bylaw and initial corporate minutes must also be prepared. You must obtain appropriate California and IRS registrations and obtain a legal employer identification number (EIN). Stock issuance permits or exemption applications must also be filed. Accounting issues must also be assessed. Proper initial books must be created and the corporation set up to do EDD and IRS quarterly and annual payroll tax compliance. There are also estate planning issues that must be taken into consideration. Married couples who have prenuptial or postnuptial agreements affecting ownership of community property and separate property must be taken into consideration as well.

So you see, it pays to go to an expert to have your incorporation properly executed. Most people who use “on the cheap” incorporation services rarely if ever get their monies worth.

Again, before you make these sample documents part of your incorporation process, please have them reviewed by an experienced business attorney.

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©Robert Schriebman 2013.

An EDD attorney, Robert Schriebman has a successful practice in the Rolling Hills Estates area of Los Angles County serving clients throughout California and the United States. As a trusted EDD lawyer, Robert Schriebman has successfully dedicated more than 30 years to helping individual taxpayers, business owners, CPAs, Enrolled Agents, and tax attorneys navigate the complicated tax systems of the federal and state governments.

Robert Schriebman has written over 20 books including the major manual used nationally by practitioners and the IRS, “IRS Tax Collection Procedures – A Manual for Practitioners” published by Commerce Clearing House in addition to the only 2 books ever published dealing with how California Employment Development Department (EDD) operates. See “California Tax Collection Practice and Procedures” and “California Taxation Practice and Procedure”, both published by Commerce Clearing House.