Private Company Governance and Recordkeeping Regulatory Compliance Checklist
The following is a brief sample of just a few of the areas we explore when conducting a Private Company Governance and Recordkeeping compliance and “best practices” review. For more information on the complete audit checklist, or to discuss questions or concerns specific to your organization, please contact Lewis N. Segall.
Is the Company doing all it can to limit potential personal liability of its stakeholders by observing corporate formalities?
- Has the Board of Directors authorized all material transactions?
- Have “interested transactions” been properly approved?
- Do the organizational documents provide for Director and Officer indemnification to the fullest extent permitted by law?
Is the Company doing all it can to protect its business interests?
- Does the Company have a current form NDA with potential business partners, including state of the art provisions related to electronic media?
- Does the Company have a standard form contract with effective provisions regarding confidentiality and assignment of inventions for employees and independent contractors?
- Do the Company’s standard agreements have provisions adequately limiting the liability of the Company?
Does the Company manage common problems related to issuances of stock and other securities?
- Have all issuances of securities been conducted in compliance with applicable securities laws?
- Does the Certificate of Incorporation provide for too many authorized shares, which can lead to excessive franchise taxes?
- If the Company is an S-corporation, does it have agreements with its security holders that adequately protect the Company’s tax status?
Is the Company ready for an exit?
- Do the Company’s customer and vendor agreements permit a sale of the Company without the consent of such third party?
- Is the Company in compliance with all debt and equity financing covenants?
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