Keeping records returns benefits

07/14/02
By Gary Williams Brigham Young University

Few of us enjoy creating, organizing and maintaining business records.

When we are the busiest, the time required for record-keeping is just not available. Yet it is exactly in the heat of battle when we need to be the most careful with our record-keeping.

If you plan to involve outside professionals in your business, it is essential that you become proficient with proper record-keeping. Investors, professional accountants and attorneys, potential acquirers and the public markets are becoming more demanding in what they expect from business owners.

Good record-keeping is going to become more critical in light of recent problems created by Enron and WorldCom.

As I work with struggling entrepreneurs, I often see poor record-keeping with regards to corporate and organizational records, ownership documents and copies of legal proceedings and judgments. Expect one of the above professionals to conduct due diligence on your records at some time in your company's life.

Among the items that you need to have organized are corporate records; articles of incorporation; by-laws and amendments; board of directors minutes; filings and registration of patents, copyrights, trademarks, logos, permits, licenses; state registrations to do business; lists of all bank accounts, safety deposit boxes and signers; ownership documents; shareholders of record, including addresses; holders of options or other rights to ownership; legal proceedings and judgments; pending or threatened litigation, investigations, unasserted claims, outstanding judgments; copies of judgments or settlement agreements for the past three years; and legal bills.

A potential acquirer or investor in your firm will need to see all of the above in addition to other items. If you are unable to furnish acceptable records then you may be asked to maintain the liability personally, or you might be offered less for your company.

For example, if your ownership documents are not well-organized, a purchaser will be concerned that parties unknown at the time of the transaction might make a future ownership claim that could diminish the investment's value. The purchaser will then ask you to make a representation that your ownership records are complete and that any future claims will be your responsibility, both for legal defense and/or payments.

Having your records available and organized when requested not only saves time, but also makes a big impression on the third party. Put yourself in their position. How would you feel if a business owner could not supply these records to you in a timely manner?

For many entrepreneurs, the need to maintain records is obvious, but the implementation is painful. Here are a couple of ideas that may be helpful in improving your own situation. Organize the items listed above into word processing templates. Create reusable forms for your board minutes and decisions, shareholder and option holder listings, and legal issues. Include columns for dates, numbers, names, etc. In other words, make record-keeping a fill-in-the-blank exercise as opposed to a document creation task.

If you do not like to maintain records, then define the task into the job description for one of your associates. Someone in accounting, your secretary or a close assistant can create and maintain most of the items listed above. When you evaluate the employee, make the oversight of the documents part of the review process.

Often, the most difficult task is making the decision to get organized. Find your calendar and make a note to do something about record-keeping tomorrow when you get to work.

Mr. Williams is associated with the BYU Center for Entrepreneurship. He can be reached via e-mail at cfe@byu.edu.