Overview
Step 1 seperate document
You are a paralegal working for the law firm of Brownell & Mather and your supervising attorney is Ted Brownell. You have been asked to prepare the proper Articles of Incorporation for a new corporation. You are a proponent of "never reinventing the wheel" and therefore you will be referring to materials from another incorporation that was done by the firm. (Please refer to the file: Articles of Incorporation Sample.) Remember: Make sure to include all necessary information, including the following:
1.The kind of corporation it is to be.
2.The location of the corporation.
3.The effective date of the corporation.
4.The purpose of the corporation.
5.How many shares and at what value.
6.The Directors of the Corporation.
7.The Statutory Agent for the Corporation.
Hint: here is the law firm info if needed:
Ted Brownell
Brownell and Mather, Co. LPA
23 Main Street
Newton, NJ 07860
PART TWO: CODE OF REGULATIONS (BYLAWS) EXERCISE
Your supervising attorney, Ted Brownell, has asked you to prepare a draft of the Code of Regulations (Bylaws) for the corporations that you negotiated. See Code of Regulations sample, you may use to complete assignment. Please prepare the Code of Regulations (Bylaws) including the following information which you have negotiated or which is being provided to you herein:
1.The name and purpose of the corporation.
2.The address of the principal place of business.
3.The date and place of the annual meeting of shareholders
4.Where the meeting of the Shareholders shall take place.
5.In the section regarding "Directors", list the amount of directors that you have determined are needed for the corporation, and any special rights and responsibilities that you have determined.
6.In the section title "Officers"' there shall not be an officer title the Chairman of the Board. The corporation simply has a President, Secretary and Treasurer. Please remove any references to the Chairman of the Board. Also, please include any special rights or responsibilities you have determined are necessary for the Officers. Don't forget to determine who shall act as the Secretary of Corporation and who will sign the Code of Regulations. Remember to include a space for him or her to write the date he or she signs the agreement.
7.Any reference to Shareholders rights and responsibilities should include the determination that before a shareholder may transfer his or her interest in the corporation, it must offer such shares to the corporation, which shall have a right of first refusal to purchase such shares. (Hint: Fill in the Section Titled "Restrictions on Transfer of Shares.")
8.Ted Brownell has cautioned you that the Legend on the Share Certificate (see page 7 of the Agreement) should have an additional sentence which states: "Any transfer of shares evidenced by the certificate must be made in accordance with applicable securities regulations or exemptions."
9.The Fiscal Year of the corporation should be established in the Code of Regulations as a calendar year beginning January 1st and ending December 31st.
Please show any changes you have made to the Code of Regulations template in Italics, so that the attorney reviewing your draft can discern the changes you have made.