By David Robertson & Gary HaaseThis
article is written primarily for seal and stamp companies who may not
currently sell corporate minute books or corporate kits but are
interested in increasing their profits. By adding corporate kits to your
product line, you may find there is a lucrative untapped market well
within your reach. Additionally, this article may provide helpful
information to those already in the market.
The Corporate Minute Book Market
The assembly and sale of corporate minute books (also called
corporate kits) is a large and profitable market. For example, 2003
annual sales in Georgia exceeded $3,000,000, and 2003 annual sales in
Florida exceeded $10,000,000. The buyers generally include attorneys,
certified public accountants, national filing services and the general
public. The main buyers are attorneys. They generally purchase their
corporate kits from either large national legal supply companies or
local seal and stamp companies.
The market for corporate kits is large, and because it is so spread
out, it may take extra effort to break into. The large national legal
supply companies tend to have a slightly higher price and relatively
slow service. By giving prompt service at an affordable price, local
stamp and seal companies can compete very effectively against the large
national concerns and develop strong customer loyalty. The proven way to
start is through personal sales calls to your local attorneys and CPAs.
What do attorneys look for in corporate kits? Most purchase a
relatively plain corporate kit with a vinyl binder. Some prefer a
"Deluxe" corporate kit with an upgraded larger binder embossed with gold
foil. Both are usually available from corporate kit suppliers.
Corporate kits are sold with or without preprinted minutes. Attorneys
that do a fair volume of incorporating generally create their own
minutes. They have great pride in authorship and have no interest
whatsoever in using preprinted minutes from other sources. Other
attorneys that have a relatively small volume of incorporation business
are often quite content with preprinted minutes provided by their
corporate kit supplier.
What do attorneys look for most in a good corporate kit supplier?
The three main factors are Accuracy, Speed and Price.
Marketing Corporate Kits
Attorneys purchase more corporate kits than any other profession.
Selling to an attorney can be very tricky. Most attorneys charge clients
on an hourly basis. They guard against losing billable time by not
talking to vendors. They can build a formidable wall to keep you and
other sales people out. The trick is to get to their paralegal or legal
secretary. They are far easier to get to talk to than the attorneys.
Most small firms rely heavily on their staff. In many instances, the
corporate paralegal makes the purchasing decision on corporate kits.
Make him or her look good and you have a customer for life.
Certified Public Accountants also purchase a significant number of
corporate kits. Technically speaking, incorporating businesses is the
practice of law in most states. However, many CPAs file incorporations
on behalf of their clients. The State Bars of the various states
generally look the other way and do not stop the CPAs from incorporating
businesses until there is a specific complaint. It is generally easier
to get a face to face meeting with a CPA to discuss your products than
it is to get to an attorney. This segment of the market should not be
overlooked.
What You Need to Get Started
If you are not already in the corporate kit market, you may be
wondering how to get started. If you are already in the seal business,
you have mastered seal making which is actually the hard part. The only
additional thing you need to learn is how to print a stock certificate.
Printing certificates is not that difficult with over the counter
software and a good quality laser printer. You probably already have the
right software. Stock certificates can be printed from CorelDRAW®, Corel
WordPerfect®, Microsoft Publisher®, Adobe PageMaker® or a variety of
other word processing, graphics or desktop publishing software. It may
take a little set up time, but after it is set up, you can quickly print
certificates.
You will also need a supplier of good quality stock certificates and
other kit components. There are several suppliers of this kind spread
out across the United States. If you want to test the market first in
your area, some suppliers offer what is called a "Short Kit". This is a
corporate kit with everything included except the seal, which you
can make yourself.
Corporate Kit Components
As you may know, the corporate or company kit is a specialty notebook
designed to keep the legal records of a corporate entity organized. The
typical components are:
Three Ring Binder and
Slip Case. This is a standard three ring binder with a
label such as "Corporate Records" or "Company Records" printed on the
front. Most have a slot on the spine of the notebook for a label with
the corporate name printed on it. Others have the corporate name or
company name embossed in gold foil on the spine. A "Corporate Record"
book would be used for profit and non-profit corporations and a "Company
Record" book would be used for Limited Liability Companies. The slip
case helps keep the binder and any loose contents in place. It gives the
kit a very professional finished appearance.
Index Tabs. The index tabs have from
3 to 10 tabs and help organize the corporate kit in a manner that makes
locating specific documents easier. Specialty tabs for Corporations,
Non- Profits and Limited Liability Companies are easily obtained.
Certificates. The certificates are
evidence of ownership of shares in a corporation and ownership
percentage, units or shares in an LLC. Most states do not require them,
but they are almost always included by custom. The extra formality of
having certificates may help immensely, especially if the corporation or
LLC ends up in a lawsuit. Business owners generally like having them as
a record of their ownership. The number of certificates in a corporate
kit varies by vendor from 5 to 25; a quantity of 15 or 20 is most
common.
Transfer Ledger. The transfer
ledger is a log used to keep track of who the certificates have been
issued to and of subsequent transfers of ownership. It should be
compatible with both Corporations and LLCs.
Cancellation Sheets.
Cancellation sheets are used in conjunction with the Transfer Ledger to
reflect the sale, transfer or redemption of the certificates.
Corporate Seal or Company Seal.
The seal is used to authenticate the signatures of the officers of the
corporation or LLC. If a seal is used when signing a document, then the
document is considered to be properly authorized by the corporation or
LLC. Most states do not require the use of a seal, but then again it is
almost always included by custom. Many banks are reluctant to open a
bank account unless the business owner has a seal.
Organizational Minutes, Stock Investment Letter and Bylaws.
These are the legal documents used to complete the organization of the
corporation. Usually attorneys provide these documents as a part of
their legal services when forming a profit or non-profit corporation.
Others purchase these from the seal and stamp company in the form of
preprinted minutes.
Preprinted Minutes and Bylaws are either "Multi-State" minutes
designed for use in any state, or "State Specific" minutes, designed for
use in only one state. The preprinted multi-state minutes are generally
confusing, hard to use and not recommended. It is always better to have
preprinted state specific minutes, if they are available. Again, these
can be obtained from a good corporate supply company.
Operating Agreements. These
are the legal documents used to complete the organization of a Limited
Liability Company. Usually attorneys provide this operating agreement as
part of their legal services when forming an LLC. Others purchase these
from the seal and stamp company in the form of a preprinted operating
agreement. While there are multi-state operating agreements available,
it is wiser to use the state specific operating agreements whenever
possible. These can be obtained from a good corporate supply company.
Conclusion
In conclusion, you too can easily master the corporate kit business.
With a little effort and by using the basic steps to tap the corporate
kit market outlined here, you can turn it into a great profit center for
your company. Needless to say, every state will have its special
situations, but generally all these principles will apply. Helping
corporations and LLCs get and stay organized will make you a valuable
asset to your small business community and assure profits for many years
to come.
David H. Robertson is the senior partner of the Law
Offices of Robertson & Gable, LLC in Duluth, Georgia. He specializes in
corporate and limited liability company formation. He is part owner of
Parker & Rhodes, Inc., d.b.a. Corporate Kits Plus, a corporate kit
company, and part owner of Southeast Corporate Supply, LLC, a corporate
kit component supplier. His email address is david@rglegal.com.
Gary Haase is part owner and general manager of
Southeast Corporate Supply, LLC, a corporate kit component supplier. His
email address is info@southeastcorporatesupplycom.
Your questions and correspondence are welcome.