Legal topics
Business contracts and transactions.
What the main agreements do, who can actually bind your company to one, and the records a counterparty will want before they sign.
The main categories
Documents most companies need at some point
- Governing documents: operating agreement for an LLC, bylaws and shareholder agreement for a corporation. These define ownership, voting, distributions, transfer restrictions, and deadlock.
- People: employment agreements, independent contractor agreements, confidentiality and invention assignment.
- Commercial: master services agreements, supply and vendor terms, sales terms and conditions.
- Property: commercial leases, purchase and sale agreements, equipment financing.
- Capital: subscription agreements, notes, option grants. These frequently implicate securities law.
- Transactional: asset or equity purchase agreements, letters of intent, non-competes where enforceable.
Two areas where getting it wrong is expensive
Worker classification. Whether someone is an employee or an independent contractor is determined by law and by the facts of the relationship, not by the label on the agreement. Misclassification carries tax and wage-law liability. No provider can decide this for you from a form.
Anything involving equity. Issuing interests in exchange for money can constitute an offer of securities, with federal and state consequences. This is not an area for templates.
Who can actually bind your company
A contract binds a company when signed by someone with authority to bind it. That authority comes from the governing documents and from what the company has resolved, a manager designated in the operating agreement, an officer elected by the board, or a person specifically authorised by resolution.
Disputes about authority are common and avoidable. The counterparty's diligence will ask for evidence: a current operating agreement, a resolution authorising the transaction and naming the signatory, and often a certificate of good standing showing the entity exists and is current with its state.
Why the corporate record decides this
This is the part we own, and it is why this page exists on a corporate services site rather than only on a law firm's.
What a counterparty will ask for
- Certificate of good standing, requires annual reports filed and the entity current
- Current operating agreement or bylaws
- Resolution authorising the transaction and naming the signatory
- Current ownership ledger, for anything involving equity
- Evidence of foreign qualification in states where the company transacts
A company that cannot produce these on request delays its own closing. A company whose entity was administratively dissolved for a missed annual report may find it has been signing contracts in the name of something that, as far as the state is concerned, stopped existing.
Where Tresp Corporate Services fits
What Tresp Corporate Services does here
Structures of this kind are built out of entities, and entities need forming, filing, and maintaining. That part is ours:
Our role
- Form the entities in Wyoming or California
- Act as registered agent in every state where an entity sits
- File the annual reports and keep each entity in good standing
- Maintain the minutes, resolutions, and records that evidence each entity is real and separate
- Provide mail forwarding and public record address service where the structure calls for it
We do not draft, review, negotiate, or advise on contracts of any kind. The design of the structure, and whether it suits you at all, is legal work performed by attorneys, not by us.
For drafting and negotiation, the independent firm Tresp, Day & Associates, Inc. handles business contracts and transactions.
Information, not advice
This page explains a general legal concept so you can have a better-informed conversation. Tresp Corporate Services, LLC is not a law firm, does not provide legal advice, and forms no attorney-client relationship with you. Nothing here is a recommendation about your circumstances or a prediction about your outcome, nobody can offer either without knowing your facts. For advice on your situation, speak with the independent firm Tresp, Day & Associates, Inc. or counsel of your own choosing.
Need a good standing certificate or resolutions for a closing?
We handle formation, registered agent, and compliance. For the legal question, we will point you to the firm.
Common questions
Frequently asked
Who can sign a contract on behalf of an LLC?
Someone with authority under the operating agreement or by resolution, typically a designated manager, or a person specifically authorised for the transaction. Counterparties frequently ask for a resolution naming the signatory and a certificate of good standing before closing.
Does Tresp Corporate Services draft contracts?
No. Tresp Corporate Services is not a law firm and does not draft, review, negotiate, or advise on contracts. It forms entities, acts as registered agent, files annual reports, and maintains the corporate records and resolutions that evidence signing authority.
What documents does a counterparty usually request before closing?
A certificate of good standing, the current operating agreement or bylaws, a resolution authorising the transaction and naming the signatory, a current ownership ledger where equity is involved, and evidence of foreign qualification in states where the company transacts business.
Can a form determine whether a worker is an employee or a contractor?
No. Classification is determined by law and by the facts of the working relationship, not by the label used in an agreement. Misclassification carries tax and wage-law liability, and the question should go to an attorney or accountant.
Tresp Corporate Services, LLC provides corporate, registered-agent, and compliance services and does not provide legal advice. For legal matters, we work in tandem with the independent law firm Tresp, Day & Associates, Inc. This page is general information only.
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