The corporation is recognized as a legal entity, provides limited personal liability to the shareholders and is meant to provide certain tax benefits.

The limited liability and tax benefits, however, are available only if the corporation, shareholders and directors of the corporation follow certain formalities and maintain the separate identity of the corporation. When shareholders or directors meet, minutes of the meetings should be kept and these minutes should be kept in the corporate book.

Corporate actions should also be taken through the presentation of resolutions and positive votes of approval. These should all be available for inspection by the shareholders as provided under state law.

Mr. Cooke has prepared or examined a vast number of resolutions, covering a wide variety of situations over his years of practice.

Please feel free to contact Mr. Cooke at (312) 497-9002 or email him at "gc@Cookeslaw.com" to discuss your resolution and corporate maintenance needs. For non-standard, customized work, Mr. Cooke's fee is $300.00 per hour.

Also remember that the corporation and the personal affairs of its officers, directors, and shareholders must be kept separate and distinct. Corporate assets and liabilities must not be mixed with those of its shareholders, directors and officers.

Unless certain corporate formalities are followed, the corporation should never use its funds or assets for the personal benefit of its shareholders and the shareholders, directors, and officers should never use their personal assets on behalf of the corporation. Another formality that must be followed involves the various roles of officers, directors and shareholders. Each of these roles carries with it different rights and duties and these roles must remain separate.

Because officers, directors, and shareholders do not want to be personally liable for corporate liabilities, all documents should be signed on behalf of the corporation making it clear that the officer, director or shareholder is acting as an agent of officer of the corporation.

See Shareholders - Resolutions

See Directors - Resolutions