Fall 2011- PDF Version
PARTNERSHIPS & CORPORATION FOR PARALEGALS
DE ANZA COLLEGE
Instructions for Assignments. Each of these assignments is based on the same fact pattern, and except where noted otherwise, all take place in California. They are all due on November 28, 2011 by 5:30 pm. Please type all assignments and use the appropriate forms as needed, and follow the instructions carefully. If there is a fee involved, please indicate the amount of said fee somewhere on your assignment. You will find some helpful samples or models in the textbook although they may need revision. If you need additional assistance, use form books, treatises and/or the internet. Don’t forget to review the California statutes to ensure your documents are in compliance with California law.
Corporate Formation (35 points)
Emma Grant, Brent Jones, Sarah Copeland, and Ted Romero wish to form a corporation in California. The business of the corporation will be preparing and delivering pre-packaged meals to busy consumers. The four individuals will initially be the only shareholders, directors, and officers. Decide on a name, conduct a search of CA corporations to confirm that there is no other corporation with that name, as well as any other “research” might be appropriate. Print your research results and attach to the assignment. Prepare a fictitious name statement if applicable. Prepare a certificate of incorporation for incorporating the business in compliance with California law, and then add one extra provision into the Certificate (namely, a provision that is permitted, but not required, in California). If any fees are involved, please indicate on your forms. Finally, prepare a Memo of the other tasks the newly formed corporation should take of initially.
Statement of Information (10 points)
Determine when the first Statement of Information is due, then prepare the appropriate Statement of Information for filing. Advise me of the due date for same. If there is a fee, please indicate the amount on the form.
Minutes of Directors’ Meeting (20 points)
The corporation has enjoyed substantial success and has decided to branch out and establish locations in Nevada and Oregon. The corporation has also decided to appoint several new officers and has thus decided to establish a search committee to find talented individuals to serve as newly appointed vice presidents. The corporation has also decided to establish a bonus program for its employees to award them cash bonuses for achieving certain business goals. Finally, the corporation is considering implementing a match to its current 401(k) plan for its employees, although no decision has been made on this compensation issue. Please prepare minutes for a meeting of directors at which all of these issues are discussed and action is taken on the appropriate measures. Add any other matters you believe are appropriate.
Written Consent (20 points)
The corporation has decided to implement the 401(k) match for its employees and has also decided to amend its articles to change its name. Additionally, the corporation has decided to build a new office building in Milpitas, California. Please prepare a written consent action for the directors to sign that will reflect these matters.
Dissolution (15 points)The economy has taken its toll, and the corporation needs to dissolve. Please prepare the appropriate documents to accomplish this, and advise me what needs to be down to fully comply with state law. If there is a filing fee for anything, please indicate the amount on any forms. Also, advise me of any deadlines