Managing Key Corporate Records and Legal Documents

This is a public service announcement: It’s 10pm, do you know where your documents are?

You really should want to know where your company’s key documents are at all times. Why? Because you are going to need them. When you want to accept investment money or sell the company, someone is going to insist on doing a diligence review and seeing all your corporate documents. And that’s not the time you want to start looking for them.

If you didn't keep your company's documents safe and well organized from the start—and aren't lucky enough to use Fidelity, which does that for you—do it now. To get you started, here’s a list of the kinds of documents you'll be expected to have readily available:

• Company Formation - Start with the core documents that define your company and how it operates.
  • Certificate of Incorporation (Charter)
  • Charter Amendments
  • Bylaws
  • Consent in Lieu of Meeting of Sole Incorporator
  • Foreign Entity Registrations
• Intellectual Property - The company needs to clearly own and protect all of the IP the company relies on.
  • IP Contribution Agreements
  • IP Assignment Agreements
  • Patent Applications
• Personnel - Documentation is required for all employees, consultants, and advisors—past and present—to ensure there are no potential claims or open issues.
  • Offer Letters
  • Consulting Agreements
  • Confidentiality Agreements
• Equity and Financing - You need full documentation of the ownership of the company so there will be no surprises.
  • Founders Agreement
  • Subscription Letters
  • Stock Restriction Agreements
  • Voting Agreements
  • Stock Incentive Plan
  • Award Agreements
  • Exercise Notices
  • Proof of Payments
  • Stock Certificates
  • Financing Documents, like Stock Purchase Agreements, Convertible Bridge Notes or Promissory Notes
  • Capitalization Table (that is up to date!)
• All Board and Stockholder Actions - Every stock grant, charter amendment, name change, board change, corporate officer change, etc. should have its accompanying approval documents. If you don’t have the approval, it shouldn’t have happened.
  • Board Meeting Minutes
  • Board Consents
  • Stockholder Meeting Minutes
  • Stockholder Consents
  • Stockholder Communications

As you can see, it’s not just a handful of documents you’ll need. It’s many documents for every founder, every stockholder, and every employee or consultant you have or ever had. Not having them secure and organized means you will slow things down, you’ll probably spend lots of extra money—or you might sabotage an entire deal! So, maybe right now is a good time to make sure you can find all your documents. Keep those babies safe and sound.

Fidelity can make sure your documents are safe, organized, and up-to-date. Learn more about how!

Sample scenarios are for illustrative purposes only 

Fidelity does not provide legal or tax advice. The information herein is general in nature and should not be considered legal or tax advice. Consult an attorney or tax professional regarding your specific situation. 

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