Corporate Record “Clean-up” Services

Any startup must concentrate essentially on product development, marketing and sales, without which ultimately there can be no business.

With so many other crucial tasks to be performed, corporate records often fall by the wayside. At least for a while, until cash flow is positive, the company is sold or professional investors come on board.

I gladly help the company offer a clean, well-ordered entity to the market or to its buyers. And Entreprelaw services are are priced so that you can afford to retain me to do so.

Cleanup involves going through your corporate records, find what’s missing or inconsistent, and fix it if it can be fixed or red-flag it if it can’t. Normally, it can be fixed. If it can’t, the red flag signals what may need to be disclosed in the contracts providing for the sale of the business or in the S-1 filed with the SEC (for an IPO).

What corporate records are you concerned about? Without attempting to be exhaustive, cleanup is often needed for Shareholders’ meeting minutes, as well as forBoard minute s and contracts concerning:

issuance of stock to the founders
the option plan and grants
the appointment of Board and Advisory Board members
company investor financing
company commercial financing
major company transactions with customers or other strategic partners

N.B. Option or restricted stock grant documentation almost always needs some sort of clean-up.

Corporate Secretary Services

In an established company, a company officer, often its General Counsel, supervises the Corporate Secretary functions. Before a GC is on board, the Corporate Secretary functions still need to be performed. Which is where EntrepreLaw comes in.

One of the basic functions of the Corporate Secretary is corporate record maintenance. EntrepreLaw maintains your corporate records and keeps them ordered and ship-shape, whether or not one of I serve as Secretary.

I can maintain your corporate records from day one, or maintain them after cleaning them up for you. This is bread and butter work that is of great importance to building and maintaining a successful company.

In addition to corporate record-keeping, the Corporate Secretary function includes:

maintaining and cleaning up minute books
preparation with management of materials to be submitted to the Board and its Committees for consideration at meetings or by conference call
preparation of the minutes of Board and Committee deliberations. (Option grants and restricted stock grants need Board minutes, to give just one example)
managing the Board actions and corporate records of subsidiaries.

Commercial Debt Services

Commercial debt finances the purchase of equipment and tools, product development efforts, and business expansion generally. Unfortunately, it is typically only available to companies with an established revenue base, but do check with your bank. Obtaining commercial debt financing is worth it!

For many years in Silicon Valley, bank loans have been less visible than venture capital. But in real terms, at least in the absence of an IPO exit, they tend to cost founders less than VC equity. This is because the return paid to VCs on the sale of the company, the key preference of the VCs’ preferred stock, adds up to significantly more than the company would pay in interest to a bank over the life of a commercial loan.

In addition to bank loans, the following different financing transactions fit under the general rubric of Commercial Debt:

Equipment lease financing, enabling you to purchase that much-needed equipment with a much lower cash outlay than its price
Factoring your receivables, on a consistent basis or once in a while when your cash flow is down
Export letters of credit, so that you can ship products to customers abroad with greater assurance that they will be paid for.

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