Ultimate Book on Incorporating in Any State

Overview

In this authoritative handbook, business legal expert Michael Spadaccini gives the business professional all the tools necessary to plan, organize, form, operate, and maintain a basic corporation in any of the 50 states. Filled with model documents that can be easily customized using the enclosed CD-ROM, this easy-to-use kit also provides information and assistance regarding the ongoing responsibilities of running a corporation to give you a complete package.

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Overview

In this authoritative handbook, business legal expert Michael Spadaccini gives the business professional all the tools necessary to plan, organize, form, operate, and maintain a basic corporation in any of the 50 states. Filled with model documents that can be easily customized using the enclosed CD-ROM, this easy-to-use kit also provides information and assistance regarding the ongoing responsibilities of running a corporation to give you a complete package.

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Product Details

  • ISBN-13: 9781932531183
  • Publisher: Entrepreneur Press
  • Publication date: 9/8/2004
  • Edition description: Book with CD
  • Pages: 400
  • Product dimensions: 8.20 (w) x 10.80 (h) x 0.82 (d)

Meet the Author

Michael Spadaccini, J.D. specializes in business, securities, corporate, trademark, and Internet law. He has authored or coauthored numerous self-help legal and business guides for entrepreneurs

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Table of Contents

Chapter 1 Resources-What This Book Can Offer You 1
Chapter 2 An Overview of Business Organizations 3
The Sole Proprietorship 3
The Partnership 5
Varieties of Partnerships 7
The Limited Liability Company (LLC) 9
Corporation 10
Business Form Comparison 11
Chapter 3 Information for All Businesses 13
Local Taxes, Local Licenses 13
Partnership/LLC Taxation 13
Corporate Taxation 14
Business Entity Terminology 15
Forbidden Business Purposes 15
Chapter 4 The Features of Corporations 17
How Corporations Are Formed 17
How Corporations Are Managed 17
Special Types of Corporations 18
Chapter 5 The 13 Steps to Incorporating 22
The Role of the Incorporator 22
The Role of Shareholders 22
The Role of Directors 23
The Role of Officers 23
The Role of the Secretary of State 23
Step 1 Where Should You Incorporate? 24
Step 2 Select Your Corporate Name 25
Step 3 Select the Type of Corporation 26
Step 4 Select the Registered Agent 26
Step 5 Should You Incorporate Yourself or Hire an Attorney? 27
Step 6 Determine the Stock Structure 29
Step 7 Draft and File the Articles of Incorporation 30
Step 8 Order Your Corporate Kit and Seal 31
Step 9 Select and Appoint Your Corporation's Directors 32
Step 10 Prepare and Approve Your Corporation's Bylaws 33
Step 11 The Directors' Organizational Meeting 33
Step 12 Obtain Your Corporation's Federal Tax Identification Number 34
Step 13 Observe Formalities and Maintain Good Standing 35
Chapter 6 Operating Your Corporation 38
Protecting Yourself from Liability 38
Qualifying as a Foreign Corporation 38
Corporate Formalities 39
Maintaining the Share Ledger and Transferring Shares 42
Amending Articles of Incorporation and Bylaws 42
Ending the Life of Your Corporation: Dissolution 43
Chapter 7 Protecting Yourself from Personal Liability as an Owner of a Corporation 45
The Imperfect Liability Shield: Alter Ego Liability 45
A Dead Company Offers Little Liability Protection 47
Liability Protection: Corporation vs. LLC 47
The Seven Most Important Liability Protection Rules 47
Appendix A State Reference Tables 49
Appendix B Glossary 76
Appendix C Corporation Forms 83
Sample California Articles of Incorporation 86
Sample Delaware Certificate of Incorporation 87
Sample Nevada Articles of Incorporation (Long Form, with Full Indemnity Provisions) 88
Optional Provisions for Inclusion in Articles of Incorporation 91
Sample Letter to Secretary of State Accompanying Articles of Incorporation 92
Sample Letter to Registered Agent 93
Sample Action by Incorporator Appointing Directors and Approving Bylaws 94
Sample Corporate Bylaws 95
Sample Minutes of the Organizational Meeting of the Board of Directors 102
Shareholders' Agreement 104
Share Transfer Ledger 109
Investment Representation Letter 110
Appointment of Proxy for Annual or Special Shareholders' Meeting 111
Long-Form Appointment of Proxy for Annual or Special Shareholders' Meeting 112
Call for Special Meeting of Shareholders 114
Notice of Special Meeting of Shareholders 115
Minutes of Annual or Special Meeting of Shareholders 116
Action by Written Consent of Shareholder(s) 117
Call for Special Meeting of Directors 118
Minutes of Annual Meeting of Directors 119
Minutes of Special Meeting of Directors 120
Action of Directors by Written Consent 121
Written Consent of Directors Approving a Certificate of Amendment of Articles of Incorporation Changing Corporation's Name 122
Certificate of Amendment of Articles of Incorporation Changing Corporation's Name 123
Certificate of Amendment of Articles of Incorporation Electing Close Corporation Status 124
Internal Revenue Service Tax Form SS-4 125
Internal Revenue Service Tax Form 2553 126
Appendix D Additional Forms for Managing a Corporation 129
Appendix D1 Human Resource Recruitment Tools 131
1 Application for Employment-Short Form 132
2 Application for Employment-Long Form 134
3 Authorization to Release Employment Applicant Information 138
4 Pre-Employment Reference Check via Phone 139
5 Pre-Employment Reference Check via Phone (Version Two) 140
6 Pre-Employment Reference Check via Letter 142
7 Applicant Comparison Summary Form 143
8 Applicant Rating Form, Part One 144
9 Applicant Rating Form, Part Two 145
10 Offer of Employment and Employment Contract 146
11 New Employee Announcement 148
Appendix D2 Employee Records and Human Resource Management 149
12 Employee Master Database 151
13 Company Employee Handbook 152
14 Acknowledgment of Receipt of Employee Handbook 174
15 Employee Personal Information 175
16 Employee Vacation Request 176
17 Payroll Deduction Authorization 177
18 Payroll Deduction Authorization 178
19 Direct Deposit Authorization 179
20 Pay for Meal Period 180
21 Personnel Requisition (Non-Management) 181
22 Personnel Requisition (Management) 182
23 Salary Recommendation Form 184
24 Job Announcement: Open Position 185
25 Job Posting: Open Position 186
26 Job Position Description 187
27 Personnel Data Change Form 189
28 Employee Status Change 190
29 Career Development Worksheet for Management Employee Career Interests 191
30 Career Development Worksheet for Non-Management Employee Career Interests 193
31 Employee Career Development Worksheet Objectives and Results 195
32 Employee Incident and Discipline Documentation Form 196
33 Disciplinary Notice 197
34 Employee Performance Review 198
35 Time Sheet-Hourly Employees 201
36 Annual Attendance Record 202
37 Request for Leave of Absence Without Pay 203
38 Request to Inspect Personnel File 204
39 Employee Grievance Form 205
Appendix D3 Employee and Workplace Safety 207
40 Emergency Instructions 208
41 Employee Telecommuting Memo 209
42 Supervisor's Report of Work Injury 211
43 OSHA Form 300: Log of Work-Related Injuries and Illnesses 214
44 OSHA Form 300A: Summary of Work-Related Injuries and Illnesses 215
45 OSHA Form 301: Injuries and Illnesses Incident Report 216
Appendix D4 Employee Termination 217
46 Voluntary Resignation 218
47 Employee's Separation Checklist 219
48 Manager's Pre-Dismissal Checklist 220
49 Employee Exit Interview 221
Appendix D5 Miscellaneous Personnel Forms 223
50 Job Applicant Dismissal 224
51 Job Applicant Dismissal (Version 2) 225
52 Job Applicant Invitation 226
53 Employee Referral 227
54 Applicant Referral Update 228
55 Employee Referral Award 229
56 Notice of Established Workday and Workweek 230
57 Time Log 231
58 Client Time/Expense Sheet 232
59 Independent Contractor's Agreement 233
60 The Manager's Guide to Employee Stock Option Plans-A Concise Overview 234
61 Stock Option Memorandum to Employees 237
Appendix D6 Sales and Revenue Analysis Tools 239
62 Sales Call Log 240
63 Client/Prospect Contact Log 241
64 Sales Prospect File 242
65 Customer Satisfaction Survey 243
66 Customer Service Request 244
67 Product Information 245
68 Order Card 246
69 Work Order/Request for Quote 247
70 Sales Order Form 248
71 Daily Sales Recap 249
72 Month-to-Month Sales Comparison Log 250
73 Cash Receipts Control Log 251
Appendix D7 Credit, Billing, and Collection Tools 252
74 Authorization to Release Credit Information 254
75 Business Credit Application 255
76 Personal Credit Application 258
77 Credit Approval Form 260
78 Credit Terms Agreement 261
79 EasyPay Automatic Payment Agreement 262
80 Response to Request for Adjustment of Account 263
81 Credit Terms Reminder Letter 264
82 Past Due Reminder Letter 265
83 Past Due Reminder Letter 266
84 Past Due Demand Letter 267
85 Job Invoice 268
86 Customer Invoice 269
87 Customer Statement 270
88 Request for Payment 271
89 Short Pay Inquiry Form 272
Appendix D8 Contracts and Agreements 273
90 Bill of Sale 274
91 Unsecured Promissory Note 275
92 Secured Promissory Note and Security Agreement 276
93 Simple Commercial Lease 279
94 Consulting Services Agreement 282
95 Multimedia Development Contract 284
96 Mutual Nondisclosure Agreement 288
97 Mutual Compromise Agreement and Mutual Release 290
Appendix D9 Business Operation Tools 293
98 Vendor Information Sheet 294
99 Vendor Price and Comparison Analysis 295
100 Daily Production Planning/Schedule 296
101 Production Completion Notice 297
102 Marketing Department Budget Recap 298
103 Sales Price Estimate 299
104 Job Costing Report 300
105 Job Costing Comparison Report 301
106 Ratio Analysis Worksheet 302
107 Commission Report Worksheet 303
108 Production Efficiency Worksheet 304
Appendix D10 Cash Disbursements and Purchasing 306
109 Purchase Order 307
110 Expense Report 308
111 Petty Cash Voucher 309
112 Check Requisition 310
Appendix D11 Inventory Movement and Valuation Tools 311
113 In-House Stock Requisition 312
114 Shipping Verification 313
115 Physical Inventory Count Sheet 314
116 Physical Inventory Gain or Loss 315
117 Raw Material Shrinkage Report 316
118 Physical Inventory Valuation Report 317
119 Book Inventory Valuation Report 318
120 Physical vs. Book Inventory Cost Variance Report 319
121 Inventory Status Sheet 320
122 Authorization to Destroy Inventory 321
123 Property Loss Report 322
Appendix D12 Financial Reports 323
124 Period-End Closing and Analysis 325
125 Actual vs. Budget Income Statement 330
126 Balance Sheet Support Schedule-Cash Balance 331
127 Balance Sheet Support Schedule-Marketable Securities 332
128 Balance Sheet Support Schedule-Accounts Receivable 333
129 Balance Sheet Support Schedule-Inventory 334
130 Balance Sheet Support Schedule-Prepaid Expenses 335
131 Balance Sheet Support Schedule-Accounts Payable 336
132 Balance Sheet Support Schedule-Notes Payable 337
133 Cash Flow Forecast-12-Month 338
134 Cash Flow Forecast-Five-Year 339
135 Income Statement-12-Month 340
136 Income Statement-Quarterly 341
137 Quarterly Balance Sheet 342
138 Year-End Balance Sheet 343
Appendix D13 Miscellaneous Forms 344
139 Trademark Infringement Cease and Desist Letter 345
140 Fax Cover Sheet 346
141 Message Notes 347
142 Web Site Terms of Service 348
143 Notification of Infringement Letter Under the Digital Millennium Copyright Act 353
144 Counter-Notification Letter Under the Digital Millennium Copyright Act 354
Index 355
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