The Most Valuable Business Legal Forms You'll Ever Need

The Most Valuable Business Legal Forms You'll Ever Need

by James Ray, Mark Warda


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Product Details

ISBN-13: 9781572481671
Publisher: Sourcebooks
Publication date: 10/28/2001
Series: Legal Survival Guides Series
Edition description: 3RD
Pages: 184
Product dimensions: 8.50(w) x 11.00(h) x 0.56(d)

About the Author

James C. Ray received his law degree from the Duke Law School, and a Master of Architecture degree from North Carolina State University. He is a member of the bar in North Carolina and Georgia, and is a certified mediator by the North Carolina Administractive Office of the Courts and the North Carolina Industrial Commission.
Mr. Ray resides in Raleigh, North Carolina, where he is a member of the faculty of the Legal Assistants’ Program at Meredith College. He also is a visiting lecturer

Table of Contents

Using Self-Help Law Booksvii
Purpose of This Book
Organization of This Book
How to Use the Forms
Chapter 1Understanding Corporation and Business Basics1
Reasons to Have Corporations
Alternatives to Corporations
Choosing to Do Business as a Corporation
Chapter 2Getting Started9
Location of the Corporation
Business Corporation Statutes
Corporate Names
Articles of Incorporation
Issuing Share Certificates
Corporate Kits
Chapter 3Corporate Decision-Making25
Collective Decisions and Proof of Authority
Formal Minutes
Minute Books--The Corporate Memory
Chapter 4Board of Directors41
The Place of the Directors in the Corporation
The Size of the Board of Directors
Electing Directors
Resignation, Removal, and Replacement of Directors
Committees of the Board of Directors
Chapter 5Directors' Meetings55
Meeting Frequency
Who Attends Meetings
Who May Attend Meetings
Notice of Directors' Meetings
Keeping Records
Chapter 6Shareholders65
The Place of the Shareholder in the Corporation
Creating Shareholders
Buying and Selling Shares of Stock
Stock Transfer Ledger
Agreements among Shareholders
Creating a New Class of Shares
Certification of Shares by Secretary
Lost or Destroyed Stock Certificates
Chapter 7Shareholders' Relationships and Meetings93
Living with Shareholders
When to Have Shareholders' Meetings
Planning and Conducting Meetings
Keeping Records
Chapter 8Dividends119
Accounting Issues--Money for the Dividend
The Role of Directors in Declaring Dividends
Chapter 9Officers125
Number of Officers
Duties of Officers
Appointment and Termination of Officers
Chapter 10Employees, Independent Contractors, and Agents135
Employee versus Independent Contractor
Employee Pay
Independent Contract Consultants
Employee Benefits
Noncompetition and Nondisclosure Agreements
Powers of Attorney
Agents for Service of Process
Chapter 11Protecting the Officers and Directors from Liability149
Avoiding and Compensating for Liability
Indemnification of Officers and Directors
Conflicts of Interest
Chapter 12Amending Bylaws and Articles of Incorporation157
Amending Bylaws
Amending Articles of Incorporation
Chapter 13Changing the Corporate Name161
Adopting a Corporate Alias
Changing the Corporation's Name in the Articles of Incorporation
Name Changes and Stock Certificates
Chapter 14Doing Business in Another State167
Other Business Requirements
Chapter 15Mergers173
Statutory Methods for Merging Corporations
Corporations of Different States
Merger of a Subsidiary Corporation into Its Parent
Merger of Corporations with Different Owners
Unavoidable Complexities
Chapter 16Other Methods of Acquiring a Business185
Share Exchange
Stock Transactions
Asset Transactions
Chapter 17Financial Transactions191
Borrowing Money
Loaning Money
Buying and Selling Real Estate
Leasing Real Estate
Selling and Purchasing Equipment
Leasing Equipment
Assignment of Assets from Shareholder
Certificate of Documents
Chapter 18Dissolution201
Effects of Dissolution
Dissolution before Shares Are Issued
Dissolution after Shares Are Issued
Filing Articles of Dissolution
Appendix ADirectory of State Corporate Statutes207
Appendix BWebsite Directory of State Corporate Statutes211
Appendix CBlank Forms213

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