Most of the questions and work that I do for corporations revolves around taxation. However, in the first meeting, I review the basics of the corporate formation and ask questions. More IRS, state and local tax audits are demanding that the companies have at the ready the corporate articles of incorporation, up to date minutes, proper capitalization, and documentation of any elections taken by the corporation.
What are some of the problems I have run into while asking the basic questions:
- Have the owner/shareholders reviewed the articles of incorporation lately?
- Are the minutes up to date?
- Have the board of directors and officers been properly elected?
- Have the shareholders had stock certificates issued?
- Have any changes in the capital structure been written down?
- Does the corporation maintain documents proving any tax elections taken?
I do not practice law, nor am I an attorney. Therefore, if there are problems with the fundamental formation and/or corporate structure, I have the client contact their attorney or I will refer them to business attorneys.
Corporate taxation is as individual as each corporation that I handle. Generally my activities center around doing tax planning or preparing tax returns.