For Tax & Business Advisors
Do Your Clients Keep Up With Their Corporate Formalities?
Most don't. Most don't know they need to. And when it catches up with them, the entity itself is at risk — along with everything it was supposed to protect.
That's the gap this practice was built to fill.
Beyond Annual State Filings
Properly maintained
entities need
Operating agreements, bylaws, ownership records, amendments when things change.
Meeting minutes, resolutions, documentation of key business decisions.
Annual filings, registered agent, good standing, multi-state registration.
This is legal work — systematic, ongoing, and essential to making the corporate structure hold up under scrutiny.
Formed Not Maintained
Most small businesses were formed by an online service, a CPA, or a transactional attorney. Someone filed the paperwork, set up the EIN, and moved on. What never happened: the governance documents.
No operating agreement. No bylaws. No officers formally elected. No annual written consents documenting director elections. No documentation of key business decisions. The owner ran their business — opened accounts, signed contracts, paid themselves — but the corporate record either doesn't exist or stopped after year one.
The argument writes itself:
"The corporation was never treated as a separate entity. The owner and the business are one and the same."
The corporate structure gets disregarded. Liability protection disappears. S-corp elections get challenged. Your client asks why no one told them this was required. By then, it's already too late.
The Compliance Gap
You recognize this problem. You see it in your clients every year. But you can't fill it:
- Advising on legal compliance crosses into unauthorized practice of law
- Referring to a traditional attorney often means hourly billing, complex engagements, and attorneys focused on transactions — not ongoing maintenance
The result: most clients never actually hire one. The gap persists. Your clients remain exposed.
The IRS Audit
The examiner scrutinizes whether the entity is being operated consistently with its S-corp election — whether officer compensation is reasonable, whether distributions were properly authorized, and whether the entity has genuine substance beyond a name on a filing.
The Lawsuit
Opposing counsel uses the alter ego doctrine to pierce the veil. Failure to observe corporate formalities — specifically the failure to elect directors and document annual actions — is a primary factor courts examine.
The Deal Stalls
Due diligence surfaces years of missing governance records. The deal stalls, or the valuation takes a hit.
By the time any of these happen, it's too late to fix the past properly. Prevention is the only real solution.
The Corporate Wellness Program
Clients come to me two ways — starting a new entity or already operating one. For new formations, I handle everything from Articles of Incorporation through the initial governance documents. For existing entities, I pick up wherever they are and maintain from there.
The work runs on a simple annual rhythm: each year I prepare annual written consents of directors and shareholders, send an annual questionnaire to capture key business decisions that need to be documented, handle state compliance filings and registered agent services, and remain available year-round for governance questions. The goal is a clean, current corporate record — every year, without your clients having to think about it.
Most new clients come with gaps — sometimes years of them. The first year covers a full wellness assessment of the entity's current state, followed by complete remediation. Under Corporations Code §119, a corporation can formally ratify governance actions that were never properly documented, retroactively back to when each action should have occurred. I prepare the Universal Board and Shareholder Written Consents to establish a clean record, and coordinate with you on anything that touches tax structure or filings.
When things change — new owners, management shifts, multi-state expansion, address changes — those updates are handled separately, scoped and quoted upfront so your clients always know what to expect.
assessment + remediation
Simple Process
How Referrals Work
You Make an Introduction
An email intro or a link to the Get Started page is all it takes. I handle everything from there.
I Handle Intake
Your client completes onboarding, provides their entity information, and lists you as their referring advisor.
We Coordinate
Whether it's a new formation or a remediation, I'll be in touch with you on anything that affects tax structure or filings — no surprises on either end.
You Stay in the Loop
You're copied on relevant communications throughout the engagement.
Why This Matters
For Your Practice
Better Client Outcomes
Tax strategy works when the underlying structure is sound. Clients who maintain their entities properly are better positioned at audit, in litigation, and at the table when it's time to sell.
Reduced Practice Risk
You're not advising outside your lane. The legal compliance work is covered by someone qualified to handle it — and your clients aren't exposed because it fell through the cracks.
Stronger Relationships
Clients with comprehensive support don't go searching for other advisors. They see you as the professional who made sure their complete protection was in place.
Ready to Partner?
Let's discuss how we can serve your clients together.