Attorney-Managed Corporate Secretary Services for California Companies
Nobody gets sued for skipping their annual minutes. They get sued for something else — and then the skipped minutes become the problem.
Here's how it plays out. Your corporation or LLC gets named in a lawsuit. The other side's lawyer discovers there are no meeting minutes, no resolutions, and a Statement of Information that lapsed two years ago. Now they argue your company is just an "alter ego" — a paper shell — and ask the court to pierce the corporate veil and reach your personal assets. The liability protection you formed the entity for evaporates exactly when you need it.
Our corporate secretary services exist to make sure that argument never lands. For a fixed annual fee, our attorneys keep your governance records complete, current, and defensible.
What Is a Corporate Secretary?
A corporate secretary maintains a company's governance records and legal formalities: board and shareholder meeting minutes, written resolutions, state filings, and the corporate records book. In California, the corporate secretary role is a required officer position for corporations. Many small companies outsource the function to a law firm to keep records complete and compliant.
For most owner-operated companies, the title matters less than the work — and the work is what protects you.
One Fixed Fee. A Whole Year of Compliance.
We run this as a productized service: one flat annual fee, stated upfront, covering your minutes, resolutions, filings, calendar, and records book for the year. No hourly meter. No surprise invoices. You'll know the exact cost before you sign — and it's a fraction of what one veil-piercing fight costs to defend.
This means that governance stops being a nagging item on your list and becomes something that's simply handled — by attorneys who also know your entity structure and your succession plans, because we're the same firm.
Attorney-Managed vs. Registered-Agent Mail Mills
Search "corporate compliance services" and you'll find dozens of registered-agent companies selling cheap annual packages. Here's the honest difference:
| Attorney-managed corporate secretary | Registered-agent compliance mill | |
|---|---|---|
| Who does the work | A California attorney who knows your company | Software and clerical staff, thousands of companies at a time |
| Minutes & resolutions | Drafted for your actual decisions this year | Generic fill-in templates, if included at all |
| Legal judgment | Flags veil risks, governance gaps, and disputes forming | None — compliance forms only, no legal advice |
| When you're sued | Your records were built by counsel to withstand scrutiny | You find out in discovery what the templates missed |
| Attorney-client privilege | Governance discussions are protected | No privilege — it's not a law firm |
Know the difference in roles, too. A registered agent has one legal job: maintaining a registered office where your company can receive lawsuits, subpoenas, and official state notices. That's a real service — but it isn't corporate governance, and it won't stand between your personal assets and a plaintiff's alter-ego claim. A corporate secretary maintains the records that will.
Frequently Asked Questions
What does a corporate secretary do?
A corporate secretary maintains a company's official records and legal formalities: preparing board and shareholder meeting minutes, drafting resolutions that document major decisions, filing required reports with the state, maintaining the corporate records book, and tracking governance deadlines. The role ensures a corporation or LLC can prove it operates as a genuine, separate legal entity.
Is a corporate secretary required in California?
California law requires every California corporation to have officers, including a secretary responsible for corporate records. LLCs are not required to appoint a secretary, but maintaining minutes, resolutions, and state filings remains critical for LLCs, because incomplete records support alter-ego claims against members' personal assets.
In most small corporations, one person holds several officer roles — but someone still has to do the work. That's the part we take over.
What happens if I don't file the Statement of Information?
A California company that fails to file its Statement of Information faces a state penalty and, if the lapse continues, suspension by the California Secretary of State or Franchise Tax Board. A suspended entity loses the right to sue, defend itself in court, or enforce its contracts until it is revived.
Read that last sentence again: a suspended company can't even defend itself in a lawsuit. It's an entirely preventable risk — prevention is a calendar and a filing, both included in this service.
Start With a Governance Checkup
We'll review your records book, your filing status, and your governance gaps, and give you a plain-English report: what's solid, what's missing, and what it costs to fix. If everything's clean, we'll tell you that too.
