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Corporate Governance and Business Structure
The structure you set up in year one is the structure someone examines in year ten.
What Corporate Governance Actually Means
Corporate governance is the set of rules, records, and decision-making processes that determine how a company is owned, controlled, and held accountable. Structure is the legal shape underneath it, which entity, in which state, owned by whom, in what proportions.
For most small and mid-sized businesses this is invisible right up until the moment it is not. It becomes visible when a buyer asks for the minute book, when a lender requires a resolution, when a partner leaves, when someone dies, or when an opposing lawyer starts probing whether the liability shield you assume you have would actually hold.
None of it is difficult to maintain. Almost all of it is expensive to reconstruct.
What We Handle
Entity formation
LLCs, corporations, partnerships, and nonprofits, with the choice driven by tax treatment and liability rather than by whichever form is fastest to file.
Operating agreements and bylaws
The document that decides what happens when the owners disagree. Most disputes we litigate trace back to one that was never written properly.
Board and fiduciary advice
Duties, conflicts, independence, and the decisions that need to be documented to be defensible.
Equity splits and ownership changes
Issuing, transferring, and restructuring ownership, including the tax consequences of each.
Buy-sell agreements
What happens when an owner leaves, dies, divorces, or wants out. Ideally agreed while everyone still likes each other.
Restructuring
Reorganizing entities, subsidiaries, and holding structures as the business changes shape.
Annual formalities
Meetings, minutes, resolutions, annual reports, and registered agent service. The maintenance that keeps the structure real.
Multi-state qualification
Foreign qualification and registered agents wherever you actually operate, which is often more states than owners realize.
Sound familiar?
How We Approach It
Strong Foundations
Establishing the right structure during formation and start-up (entity type, ownership, governing documents, and the tax treatment that follows from all three).
Confident Navigation
Guiding the company through financial, regulatory, and operational transactions as it grows, so structure keeps up with the business rather than constraining it.
Sustainable Growth
Forward-looking work: buy-sell arrangements, succession, and the governance a company needs before it needs it.
Who Does This Work
Robert J. Riccio
A CPA with an LL.M. in taxation. Entity structure, tax treatment, business succession, and the financial analysis underneath a restructuring.
Benjamin H. Kilborn, Jr.
Corporate attorney and former in-house general counsel across four industries, including public-private partnerships and multi-entity structures.
Terri Sharpley Reynolds
Nonprofit formation and governance, board advice, and fiscal accountability for mission-driven organizations and public agencies.
Can You Produce These Right Now?
A quick self-audit. If more than two of these are a maybe, the structure is thinner than it looks.
Articles of incorporation or formation
Current, properly filed, and reflecting the entity as it exists today rather than as formed.
Bylaws or operating agreement
Up to date, signed, and matching how the company is actually run.
Annual meetings, documented
Shareholder and member meetings held and minuted. The most commonly skipped item on this list.
Ownership records
Stock certificates or membership records that accurately show who owns what, today.
Transfer restrictions and buy-sell terms
Written down before anyone needs them.
Board minutes and resolutions
Major decisions documented at the time, not reconstructed afterwards.
Registered agents appointed
In every state where you are required to have one.
Annual reports filed
On time, in every jurisdiction. Administrative dissolution for a missed filing is more common than people expect.
Not sure where your situation fits?
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Frequently Asked Questions
LLC or corporation, which should I form?
It depends almost entirely on tax treatment, how you intend to take money out, and whether you will ever raise outside investment. An LLC is more flexible and simpler to maintain; a corporation is what institutional investors expect and can be more efficient in specific tax situations. This is a decision to make with your accountant in the room, which is how we make it.
We never held meetings or kept minutes. Does it matter?
It can. The corporate formalities are part of what separates you personally from the company's liabilities, and a plaintiff arguing that the entity is a formality rather than a real separation will look at exactly this. It is also the first thing a buyer or lender asks for. Reconstructing a decade of records is possible but tedious; starting now and staying current is much cheaper.
Do we need an operating agreement if it is just me?
Yes, and for a different reason than you would think. A single-member LLC without an operating agreement is harder to defend as a genuine separate entity, and it leaves the state's default rules to govern things you may not want defaulted, including what happens to the business if something happens to you.
What is a buy-sell agreement and do we need one?
It is the agreement that decides what happens to an owner's interest when they leave, die, divorce, become disabled, or want out, who can buy, at what price, and on what terms. Any business with more than one owner needs one, and the right time to write it is while everyone is still getting along. We litigate the disputes that arise where one does not exist, and they are among the most destructive a business can have.
We operate in more than one state. What do we need?
Foreign qualification in each state where you are doing business, and a registered agent in each. What counts as "doing business" varies and is broader than most owners assume, having employees, property, or a pattern of contracts in a state usually triggers it. We include Alabama registered agent service in Growth Counsel and Cornerstone Counsel.
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Build It Right, or Fix It Now
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