Year-end checklist

Oct 15, 2019 | business attorney, Contract, Corporation, Employment, Fractional general counsel, Independent contractor, LLC, Medium-sized business, Small business

Year-end legal checklist: get your business ready for 2020

As we move into the fourth quarter of 2019, now is a good time to review some of the legal parts of your business, to make sure everything is up to date, that your business is protected, and you are ready for 2020.  The following are seven things you can do to ensure that.

1. Annual Meeting & Minutes of Meeting(s). If you are a corporation, has your board held its annual meeting this year? This is required by state corporation law, so now is the time to hold a formal meeting, with minutes of the meeting taken and added to your corporate minute book.

What should your board be discussing at its annual meeting? Topics may include:

  • approving budgets, reviewing financial statements
  • electing new board members and/or officers
  • hearing updates of the company’s work
  • reviewing compensation of the company CEO
  • reviewing key policies and procedures, such as audit, conflict of interest, and employment policies

If you find that your bylaws require multiple board meetings a year (monthly, quarterly), and your board hasn’t been meeting that requirement, it may be time to consider your operations and possible revision of bylaws.

2. State Reports & Registrations. Have you filed any required annual or periodic report with your state agency? In Colorado, for example, corporations and limited liability companies must file an annual periodic report with the Secretary of State). The report calls for current addresses, registered agent information, and names of officers and directors, and the filing fee is a reasonable $10. This is similar to annual filings in other states, but the cost and information required can vary. Filing these annual reports are required for the company to remain in “good standing” with the state.

3. If you’ve made any major changes to your Corporation or LLC, file Articles of Amendment. Did you have a change in your company name, an increase in shares, a board member joining or leaving your company? Any of these plus other changes may require you to file a form with the Secretary of State called an “Amendment”. Make sure to file these before the year ends and consult with an attorney as to whether a filing is required.

4. Renew any required licenses. If you require any specific licenses in order to do business, make sure they are up to date, and renew any that are due to expire. Licenses may be required by the state, county or city, or by a professional association. These can include local business licenses, health and safety permits, fire permits, occupancy permits, professional permits (everything from a law license to an acupuncturist license).

5. Review the Contracts you are using with clients and vendors. It may have been many years since you drew up your contracts you are using with clients or vendors, or you may have just pulled them off the internet. Now is a good time to have an attorney review these contracts to see if you need to update anything to protect your company, and possibly renegotiate contracts for better terms. You also want to make sure you are aware of all renewal and termination dates, so that you are not locked into a contract that no longer serves your needs.

6. Employee Issues. If you have employees, do you have an employee handbook? If not, YOU NEED ONE! Having a valid employee handbook and following it is one of your best defenses against a lawsuit, or other legal issues with employees. Employment law changes, so you want to make sure your handbook is up to date. Make sure all records related to wage and hour requirements (overtime, lunch and break times, etc.) are complete. A new salary threshold for when salaried employees qualify for overtime takes effect January 1, 2020, so you need to be ready for that. This is also a good time to review whether any independent contractors you are using really are independent contractors; misclassifying an independent contractor who really is an employee can result in significant fines and penalties.

7. Protecting your intellectual property. Intellectual property is a key asset for most businesses today. Make sure your tradename is registered with the state, register your domain name, and make sure that a copyright notice (©) appears on original content, including your website. You need to monitor any potential infringements or risk losing your intellectual property (escalator, linoleum, and kerosene were all once registered trademarks!).

Contact an experienced business attorney with any concerns. If you have ANY questions or concerns, a good business attorney will usually be able to answer your question or let you know if more is needed to help you. Call or email Mark Spitz at Spitz Legal Counsel LLC. Phone: 720-575-0440. Email: mark@spitzlegalcounsel.com.