A Day Of The Corporate Paralegal: What To Expect? presented by Marie Georges

Legal Entities Formation/Organization: Preparing and filing incorporation/formation documents Preparing organizational documents Obtaining EIN numbers Throughout the lifetime of entities: Preparing and filing amendments (name change, merger, conversion) Preparing and filing foreign qualifications, reinstatements, withdrawals Preparing and filing dissolutions/cancellations (including dissolution authorizing resolutions for corporations)

Corporate Recordkeeping/Maintenance of Minute Books: Physical Minute Books Electronic Minute Books Types of Business Entities Corporate Data Sheet/Summary Keeping track of minute books, whether physically or electronically is one of the main responsibilities of a corporate paralegal. Complete corporate records provide evidence that an entity has followed the formal requirements prescribed by state law, its articles of incorporation and bylaws. Maintaining corporate data sheets/summaries allows quick access to basic information.

Corporations Corporate Documents: The following are documents contained in a corporation minute book: Certificate of Incorporation with any and all amendments By-Laws and any amendments and restatements Statement of Incorporator/Organizational Minutes Stockholder and Board of Directors Consents SS-4 Form Seal Stock Certificates and Ledger Foreign Qualification documents if applicable

Limited Liability Companies Corporate Documents: The following are documents contained in a limited liability corporate book: LLC Certificate LLC Operating Agreement and any amendments and restatements SS-4 Form Members/Managers Consents Foreign Qualification Documents if applicable

Limited Partnerships Corporate Documents: The following are documents contained in a limited partnership corporate book: LP Certificate LP Agreement and any amendments and restatements SS-4 Form Partners or General Partners Consents Foreign Qualification Documents if applicable

Corporate Data Sheet/Summary: Corporation Corporate Data Sheet: corporate name, date and state of incorporation, state file number, EIN number, purpose of business, authorized and issued stock, names of directors, names of officers and their titles, registered agent name and address in domestic and foreign states, state and date of foreign qualification, fiscal year end, annual and board meeting dates, dates of dissolution and withdrawal (if applicable) LLC Corporate Data Sheet: name of LLC, date and state of formation, state file number, EIN number, purpose of business, name of member, names of managers, names and titles of officers, registered agent name and address in domestic and foreign states, state and date of foreign qualification, dates of cancellation and withdrawal (if applicable) LP Corporate Data Sheet: name of LP, state and date of formation, state file number, EIN number, purpose of business, partners names, registered agent name and address in domestic and foreign state, state and date of foreign qualification, dates of cancellation and withdrawal (if applicable)

Drafting of Resolutions/Certificates/Corporate Documents: Election of Directors/Managers and Officers for subsidiaries: Shareholders and Board of Directors Consents for corporations Member and Board of Managers Consents for limited liability companies Corporate Business Transaction Resolutions/Certificates Annual Shareholder, Board of Directors and Committee Meetings material: agendas, resolutions, draft minutes, letters to transfer agent, ballots, oath and certificate of inspectors of election and ancillary documents

Corporate Business Compliance: Tracking and managing annual filing requirements for parent company and its subsidiaries in domestic and foreign states in order to keep entities in good standing: -importance of having a tracking system and keeping entities in good standing: avoiding penalties, interest, involuntary dissolution/revocation, costly reinstatement

Management of Legal Entities: With the voluminous amount of information pertaining to legal entities and in order to make this information available on a timely basis within and outside the company, maintaining a database of all corporate information pertaining to parent company and its subsidiaries (active, dissolved or sold out) is vital: 1. internal legal entity database 2. legal entity management software or web-based system: Bridgeway Secretariat, Blue Print, NRAI Corporate Compliance Manager, CSC Corporate Focus, CT hCue, Computershare World Records (GEMS) for companies with international subsidiaries

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