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Life of a Company

For entrepreneurs, board directors, management, lawyers, auditors, shareholders, and broker dealers, the Minute Book is a lifeline.
Oscar A Jofre Co-Founder, President/CEO KoreConX Global Fintech & Blockchain Advisor: Elara Alliance M & A Stratigis VentureMarket Techquity Mikibrix SME Brokers Bellotti Oscar is currently one of the Top 10 Global Thought Leaders in Equity Crowdfunding, a Top 5 Fintech Influencer, Top 10 Blockchain and a Top 50 InsureTech. He has published an eBook that has been downloaded in over 20 countries, and been distributed by partners worldwide. Oscar is a featured speaker on Fintech, regulated, equity crowdfunding, compliance, shareholder management, investor relations, and transparency in the USA, Australia, UK, Germany, France, Netherlands, Canada, Singapore, Indonesia and China. He speaks to audiences covering alternative finance, security token offerings, equity crowdfunding, STO, TAO, ICO/ITO, RegTech, insurance, banking, legal, and crowdfunding. Oscar also advises the world’s leading research, accounting, law firms and insurance companies on the impact Blockchain, STO, TAO, ICO, Fintech, RegTech, LegalTech, InsurTech and OrgTech is having in their business. He is a member of the Crowdfunding Intermediary Regulatory Advocates (CFIRA) in the USA, and a contributing author to The Fintech Book, the world’s first crowdsourced book on Fintech globally. He writes for Sharewise, Locavesting, Equities.com, Business.com, Crowdfund Insider, Crowdfund Beat, Bankless Times, and Agoracom. Oscar has been recognized as one of the 10 most influential Hispanic Leaders in Canada. In May 2010, Oscar A. Jofre Jr. was recognized by the Rt. Hon. Stephen Harper for his accomplishments. http://www.marketwired.com/press-release/boardsuit… Oscar was awarded the Vision 2012 Business Man of the Year by the Toronto Hispanic Chamber of Commerce on September 2012. Angel List: https://angel.co/oscarjofre Twitter: @oscarjofre LinkedIn: https://www.linkedin.com/in/oscarjofre
Oscar A Jofre Co-Founder, President/CEO KoreConX Global Fintech & Blockchain Advisor: Elara Alliance M & A Stratigis VentureMarket Techquity Mikibrix SME Brokers Bellotti Oscar is currently one of the Top 10 Global Thought Leaders in Equity Crowdfunding, a Top 5 Fintech Influencer, Top 10 Blockchain and a Top 50 InsureTech. He has published an eBook that has been downloaded in over 20 countries, and been distributed by partners worldwide. Oscar is a featured speaker on Fintech, regulated, equity crowdfunding, compliance, shareholder management, investor relations, and transparency in the USA, Australia, UK, Germany, France, Netherlands, Canada, Singapore, Indonesia and China. He speaks to audiences covering alternative finance, security token offerings, equity crowdfunding, STO, TAO, ICO/ITO, RegTech, insurance, banking, legal, and crowdfunding. Oscar also advises the world’s leading research, accounting, law firms and insurance companies on the impact Blockchain, STO, TAO, ICO, Fintech, RegTech, LegalTech, InsurTech and OrgTech is having in their business. He is a member of the Crowdfunding Intermediary Regulatory Advocates (CFIRA) in the USA, and a contributing author to The Fintech Book, the world’s first crowdsourced book on Fintech globally. He writes for Sharewise, Locavesting, Equities.com, Business.com, Crowdfund Insider, Crowdfund Beat, Bankless Times, and Agoracom. Oscar has been recognized as one of the 10 most influential Hispanic Leaders in Canada. In May 2010, Oscar A. Jofre Jr. was recognized by the Rt. Hon. Stephen Harper for his accomplishments. http://www.marketwired.com/press-release/boardsuit… Oscar was awarded the Vision 2012 Business Man of the Year by the Toronto Hispanic Chamber of Commerce on September 2012. Angel List: https://angel.co/oscarjofre Twitter: @oscarjofre LinkedIn: https://www.linkedin.com/in/oscarjofre

I know, the title is odd. But the goal is to show how a company is formed and what is required for it to be maintained. What most of the public sees is only related to the sales or marketing, never the insides of the corporate structure or management.

The first step each of us make is to incorporate our organization, and we are provided with the company’s papers, also known as the “Minute Book”.

The Minute Book

For entrepreneurs, board directors, management, lawyers, auditors, shareholders, and broker dealers, the Minute Book is a lifeline. It is the historical log of all the key decisions and corporate actions made in the company. Now, some of you will go to your lawyer and get a Minute Book binder, and some will go online and construct your binder.

One very important thing about your company’s Minute Book is that there is only ONE original and you must protect it. At the same time you are required to provide access to your lawyers, auditors, board directors, shareholders, and anyone who is doing due diligence on your company.

What Do You Get in Your Minute Book:

  • Certificate of incorporation – this provides an unique number to your company
  • The official date of incorporation in your jurisdiction
  • Bylaws: the rules you must follow in operating your company, such as
  • Number of directors
  • How many shares you can issue and class of shares
  • How to conduct board meetings
  • How to conduct shareholders meetings
  • Quorum for board and shareholders meetings

The Minute Book also has many other tabs for you to insert the ongoing corporate actions in the company.

The Minute Book is a living document and it requires that you update it as you are conducting your corporate actions. Those actions need to be recorded in your Minute Book and properly documented, so in the future when you are going through due diligence—for financing, acquisitions, going public, or opening a bank account—this information will be ready so you can move forward.

Here is a list of some of the corporate actions your Minute Book needs to have. Some of these corporate actions will be in different sections of your Minute Book depending how many documents are created.

  • Appointing director
  • Appointing officers
  • Notice of Shareholders Meeting
  • Opening a commercial bank account
  • Appointing auditors
  • Granting options
  • Accepting new shareholders
  • Accepting a loan, debenture, SAFE
  • Name change
  • Merger
  • Acquisition

For each of these corporate actions you will need directors’ resolution and/or shareholders’ resolutions and, in some cases, agreements, government filings, and regulatory filings. All of these documents will need to be stored in different sections within the Minute Book.

This is important to know because as your company grows, more and more of these documents start to add up and the historical tracking becomes even more challenging to maintain.

If your records are not up to date or properly recorded you will spend thousands and thousands of dollars to get those completed so that you can proceed with a transaction such as raising capital, loan, merger, acquisition, going public, etc.

Along with managing all the corporate documents you are also required to manage, report, and track all your shareholders on a timely basis. Depending on which exemption you used, the company would be required to provide quarterly,semi-annual, or annual reporting to your shareholders.

I know all this might seems overwhelming. Welcome to being an entrepreneur! There are no shortcuts, but there is a way to do it so you are not burdened by all this and end up spending thousands of your hard earn money to fix issues when they emerge.

As a fellow entrepreneur, I felt this pain. Having all these documents and no central place that everyone (board directors, shareholders, lawyers, auditors, regulators, etc.) could access 24/7, created further strain on my time.

For a long time I found apps that did only one thing but were not able to do all that I needed to meet my fiduciary obligations as an officer and director of my company.It was very frustrating, but finally in 2015 we launched the world’s first all-in-one platform—yes, an all-in-one platform—that takes care of everything I described above and so much more.

Once you have a secure and centralized platform to bring your stakeholders, you have the assurance to meet your obligations and focus on growing the business rather than managing paper.

No more duplicating your efforts – only do it once and @KoreConX takes care of the rest.

As you grow, the platform provides even further enhancement, so if you are a one person company or a company with 500,000 shareholders or more, KoreConX is your all-in-one platform.

If you don't feel that U.S. culture (and much of the world in different ways) is in turmoil, you are not paying attention.
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