Corporate Practice Pointers

A corporation’s existence should be respected and all corporate formalities must be followed in order to avoid the liability offered to officers, directors and shareholders of a corporation.

The following are preventive law practice points to maintain corporate identity and guard the corporate veil:

1. Maintain annual report filings;

2. Operate business only under registered names;

3. Disclose to third parties dealing with the business that it is a corporation;

4. Maintain fictitious name filings;

5. Do not give personal guaranties or otherwise risk personal liability;

6. Keep all financial transactions involving the corporation separate from personal financial matters;

7. Carry appropriate insurance for company vehicles and property;

8. Always document corporate indebtedness to shareholders;

9. Periodically update corporate pension plans;

10. Document in the corporate minutes significant capital transactions;

11. Leases should be arms-length;

12. Corporate officers should execute corporate documentation in their corporate capacity to avoid personal liability;

13. Carry Officer and Director insurance;

14. Have computer backup and failsafe emergency procedures in place; and

15. Develop and implement compliance programs.

Provided as an educational service by John Raymond Dunham, III, Esq..

This publication is intended to serve you. If you would like certain topics covered, or have any questions or comments, you are invited to contact Mr. Dunham at: 941.951.1800, Ext. 250, Facsimile: 941.366.1603, E-Mail:, Web site: or write him at LUTZ, BOBO, TELFAIR, DUNHAM & GABEL, Two North Tamiami Trail, SARASOTA, FLORIDA 34236.

This publication is designed to provide accurate and authoritative information in regard to the subject matter covered and report on issues and developments in the law. It is not intended as legal advice, and should not be relied upon without consulting an attorney.