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Law Educator, Esq.
Law Educator, Esq., Attorney
Category: Legal
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Experience:  JA Mentor -Attorney Labor/employment, corporate, sports law, admiralty/maritime and civil rights law
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I would like to know in as detailed a format what are the

Customer Question

I would like to know in as detailed a format what are the required filings that need to be done for a company to stay compliant and be ready for a diligence process. Federal Government Tax Filings, State Tax Filings, what other requirements are there for directors and or owners in terms of maintenance of records (board resolutions, meeting minutes, record keeping). What initiation documents should we keep on file and what is required to maintain compliance with regards ***** ***** actions and good housekeeping.
Submitted: 1 year ago.
Category: Legal
Expert:  Law Educator, Esq. replied 1 year ago.

Thank you for your question. I look forward to working with you to provide you the information you are seeking for educational purposes only.

Under the Sarbanes Oxley Act, directors of public companies to certify their financials

and establish and evaluate specific internal disclosure policies and practices. These policies and practices must ensure that CEOs and CFOs are made aware of all operational information that is material to the financial results of their companies. So in addition to the tax returns, the officers should be aware of all of the assets and debts and liabilities of the corporation and need to validate those to an independent auditor. This means verifying the corporate annual and quarterly financial statements in addition to the tax records and information. The officers have to certify and be aware of any liabilities (potential or pending suits), debts (contracts due and bills) and also income or assets owned by the company or accounts receivable to the company. All of these documents need to be produced as part of the due diligence.

The CEO and CFO must sign a form stating that they have reviewed the audits and that they have personal knowledge that they are accurate and truthful full disclosures.

Here is a thorough article about compliance with due diligence and disclosures and what the officers have to certify when doing a due diligence compliance: http://www.pli.edu/public/booksamples/20900_sample9.pdf

Customer: replied 1 year ago.
We are a private company, is there a clear table or list of requirements that you can send me versus the general answer above. Also does this change between an LLC and Corporation etc.
Expert:  Law Educator, Esq. replied 1 year ago.

Thank you for your reply.

Here is the private company due diligence checklist that we use: http://www.allbusiness.com/asset/2015/02/20.1-Due-Diligence-Checklist-for-Acquisition-of-a-Private-Company.pdf

It is the same for any private corporate entity and if you follow this list, which is very comprehensive, you will be covered legally.

Customer: replied 1 year ago.
Let me take a look at this document, it is 21 pages. Wish there was just simple chart that explained record keeping and documents that need to be filed and kept on hand.
Expert:  Law Educator, Esq. replied 1 year ago.

Thank you for your reply.

In corporate transactions, there is NOTHING simple when it comes to due diligence. Some of those things may not apply to all corporations, but that is the comprehensive list of what due diligence is supposed to cover. There is no really simple list, it is just some companies have all of that information and others have much less of that information and you need to go down that list to see what your specific company has and does not have.

Customer: replied 1 year ago.
but putting due dilligence aside if I just wanted the standard list of things a private company should know to keep compliant what are they in simple format.
Expert:  Law Educator, Esq. replied 1 year ago.

Thank you for your reply.

You can use this short regulatory checklist, due diligence aside, as a quick reference guide: http://www.zag-sw.com/assets/htmldocuments/ZAG%20Compliance%20Review%20-%20Private%20Company%20B1246865.PDF

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