Forming a corporation and maintaining its books and records may appear to be simple tasks at first. However, seemingly straightforward formation and drafting decisions can have far-reaching consequences. For example, the provisions of the governing documents of a corporation can significantly affect the directors' exposure to liability and the relationship among equity holders.

When forming a corporation, incorporators should also consider, among other things:

Maintaining corporate status after formation calls for careful attention to reporting and filing requirements in the chosen state, as well as certain actions required by state law, including annual meetings and proper recordkeeping.

Parties must also consider the applicability of reporting requirements under the Corporate Transparency Act (CTA) in connection with forming or maintaining a corporation. Exemptions to the CTA reporting requirements exist and generally apply to large operating company entities or to those that are already highly regulated (such as public companies). For more information on the CTA, see:

This Toolkit provides a number of continuously maintained resources to help counsel manage the formation, maintenance, and dissolution of corporations, particularly in Delaware.