Entity Records and Good Standing

This standard governs the corporate records of All About Pawz, LLC, a Tennessee limited liability company of Memphis, Tennessee, and the steps the Company takes to remain in good standing with the Tennessee Secretary of State. Every contract the Company signs, every tax filing it makes, and every license it holds rests on the entity. The Company's position on domicile and good standing is stated in Corporate Domicile & Good Standing; this standard states how that position is maintained in practice.

Roles and duties

• The Managing Member is the sole member of the Company and the only person who may bind the entity, unless the Managing Member delegates that authority in a signed writing kept in the corporate book.
• The Legal function maintains the corporate book, calendars the annual report, verifies the registered agent's details each year, and obtains certificates of good standing when a counterparty requires one.
• The Registered Agent accepts service of process and official mail for the Company at a physical Tennessee address, and forwards each item to the Legal function on the day it is received.

The corporate book

The corporate book is the Company's entity file, kept by the Legal function. It contains, at minimum:

1. The Articles of Organization filed with the Tennessee Secretary of State, with the filed confirmation.
2. The Operating Agreement for the single-member Company.
3. The federal employer identification number confirmation letter.
4. Each annual report as filed.
5. The Registered Agent's written acceptance of appointment and a current record of the agent's name and address.
6. Each certificate of foreign qualification, if the Company registers to do business in another state.
7. Signed, dated membership resolutions for major actions, one page each: adopting the Terms of Use, approving the Selling Terms of Service, appointing the designated copyright agent, and opening bank and payment-processor accounts.
8. Assumed-name filings and trademark applications and registrations, including "Pawz Shop."

Procedure: keeping good standing

Good standing means the entity exists, its annual reports are current, its Registered Agent is on file and reachable, and it owes the State of Tennessee no penalties. It is proved by a certificate of good standing (a certificate of existence) ordered from the Secretary of State.

1. Calendar the annual report in January of each year. The report is due April 1 and is filed with the Secretary of State; see Compliance Calendar.
2. File the annual report before the due date and place the filed confirmation in the corporate book.
3. In the same week, verify the Registered Agent's name, physical Tennessee address (not a post office box), and forwarding contact. Record the verification, with its date, in the corporate book.
4. Keep a certificate of good standing less than 90 days old in the corporate book at all times, and order a new one whenever a payment processor, tax authority, landlord, or franchise regulator asks for proof.
5. Keep Company funds and personal funds in separate accounts at all times. Paying personal expenses from a Company account, or Company expenses from a personal account, undermines the separation the Operating Agreement states.
6. File each entity-level tax return copy in the corporate book when the return is filed; the tax procedure itself is governed by Tax Registrations and Reporting.

When something has lapsed

1. Missed annual report. File immediately and pay the penalties. Tennessee allows a cure period before administrative dissolution; a dissolved company that keeps operating exposes its member personally, because the liability protection the entity provides stops working.
2. Registered Agent failure. If the agent has resigned, moved, or become unreachable, appoint a successor and update the Secretary of State filing at once, then check whether any service or official mail was directed to the former address.
3. Either event. Record what happened, when it was discovered, and how it was cured, and place that record in the corporate book.

Records created and where they are kept

This standard creates the corporate book itself, the dated Registered Agent verification, certificates of good standing, signed membership resolutions, and lapse-and-cure records. All are kept in the corporate book by the Legal function and retained under Record Retention. Formation documents are kept permanently.

Escalation

Any question about who may bind the Company, any notice of dissolution proceedings, and any service of process goes to the Legal function at legal@aapawz.com on the day it is received. Operational questions about entity records go to support@aapawz.com.

Review cadence

The Legal function reviews this standard, the corporate book's completeness, and the Registered Agent's details once a year, in the same week the annual report is filed.