| 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. |