Housekeeping that becomes evidence
Annual meetings, director elections, written consents, and minutes can look like formalities, but they are what a buyer, lender, or court examines to decide whether an action was properly authorized. Gaps are common in growing companies: shares issued without board approval, officers never formally appointed, or equity promised by email but never documented. Many of these can be repaired through ratification, though some require more careful steps. A current minute book, a capitalization table that matches the signed documents, and a clear record of who holds signing authority prevent problems at the moments they would cost the most, such as a financing or a sale.
Conflicts, authority, and protection for directors
Transactions between the company and an insider, such as a director's side business supplying goods or a loan to an officer, are a frequent source of later claims. Most state laws provide a path for approving these transactions, typically involving disclosure and approval by disinterested directors or shareholders, and following it makes them easier to defend. Clear delegation of authority to officers and committees reduces disputes over whether someone exceeded their role. Directors and officers should also understand the company's indemnification provisions and its D&O insurance, including what the policy excludes and how notice of a claim must be given.
Reviewing how your company is run
A governance review usually starts with the formation documents, the bylaws or operating agreement, any shareholder agreements, and the minute book. We compare what the documents require with how the company actually operates and identify the gaps worth fixing before they matter. For companies preparing to raise capital or add outside directors, we also look at board composition, committee structure, and investor rights that will change how decisions get made. Bring whatever records you have, even if they are incomplete, since finding the gaps is part of the work. If a financing, sale, or dispute is already on the horizon, tell us at the start, because that changes which repairs come first.
