Business & Corporation

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1 General Partnership Agreement

A partnership agreement is a contract for two or more people or entities used to form a business partnership. The agreement sets forth the terms and conditions and rules regarding governance of the partnership. The agreement also describes the kinds of contributions each partner will make and set forth whether it will be an equal partnership or if one partner will make a larger contribution of money, or labor than the other partner(s).

This agreement provides for partner flexibility upon the withdrawal, death or other incapacity of a partner and allows for the remaining partners to either accept such partner's successor in interest as a partner or buy-out such partner's interest, as may be agreed by the partners. This provision prevents the dissolution of the partnership outright upon such event and gives the partners flexibility in dealing with such unforeseen events.

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2 Reciprocal Confidentiality and Nondisclosure Agreement

A reciprocal confidentiality agreement is for the situation where multiple parties are sharing information with each other, and all parties wish for the information to remain confidential. Or not to be shared outside of the relationship. Use this document to require all parties to the contract to refrain from sharing specified information with outside parties, during the relationship and potentially after it ends.

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3 Independent Contractor Agreement

An Independent Contractor is not an employee. Technically speaking a company is the client of an independent contractor. An employer may not dictate how, when, or where an independent contractor works. However, an independent contractor agreement is in place to set forth what is expected of the independent contractor, as well as the company, at the price, or rate, set forth in the agreement. An Independent Contractor agreement is important so that the two parties, employer/company and independent contractor, understand what the specifics of the project are that the independent contractor is hired to perform, and the time frame which the project is expected to be completed.

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4 Articles of Incorporation

There are many reasons to incorporate your business including limiting your personal liability, gaining tax advantages, anonymity, and flexibility as well as guaranteeing an enduring business structure. Anyone who operates a business may incorporate.

A Corporation springs into existence once the articles of incorporation are filed with the Secretary of State. The articles of incorporation set forth the name and address of the corporation as well as authorize the issuance of stock, limit liability of directors and state the corporate purpose. There may be other requirements, such as other documentation and procedures, necessary to complete organization so it is important to be informed of all such requirements to ensure the corporation is complete and properly organized.

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5 Confidentiality Agreement

This form is for employers seeking to have an employee sign an agreement to maintain all of the company's secrets and proprietary information of the company. It asks the recipient to not share any of the information they learn while being employed with the company with any outside individuals both during the course of their employment with the company and for a certain number of years after leaving the company.

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6 Confidentiality Agreement

This form is for employers seeking to have an employee sign an agreement to maintain all of the company's secrets and proprietary information of the company. It asks the recipient to not share any of the information they learn while being employed with the company with any outside individuals both during the course of their employment with the company and for a certain number of years after leaving the company.

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7 Operating Agreement

An operating agreement must be entered into by the members of a Limited Liability Company either before or after filing the Articles of Organization to make the formation of the LLC valid.

The Operating Agreement governs the LLC's business as well as the member's financial and managerial rights. Use this document to draft your Limited Liability Company's Operating Agreement.

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8 Minutes of First Meeting of Board of Directors

When a meeting of the board of directors of a company is held minutes should be kept and filed in a minutes book. A simple, organized file of all meetings minutes will suffice and should be kept on record at the corporation's headquarters. The minutes should include all resolutions made and other matters dealt with at the meeting and should be signed by the secretary of the meeting.

Use this form for the first meeting of the board of directors, after the organizational meeting has taken place. You may choose to combine the two meetings if you desire (see other LawSmart documents). This will be a guide as to what resolutions should be taken care of upon the first meeting of the board of directors.

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9 Bylaws

While there is only one instance where it is required by law that a corporation adopts corporate bylaws, virtually all corporations adopt them. They are essentially the game plan of the corporation. The exception to the general rule that bylaws are not a legal requirement is when the number of directors is not stated in the articles of incorporation. If the number of directors are not specified in the articles of incorporation then bylaws must be adopted specifying that number of directors for the corporation.

Bylaws serve several useful functions. They provide the rules and regulations for corporate governance as well as the governance of shareholders, officers and directors of the corporation. Bylaws also restate a lot of the state statutory rules, procedures and standards relating to corporate governance and may alter those statutory standards which are variable.

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10 Registered Agent Consent

A properly formed business is required to have a registered agent for service of process. The purpose of the registered agent is to be served with any legal papers in case of a lawsuit, and also for other purposes. The registered agent must be located in the state in which the business is formed and must have a physical address. Use this form to get proper consent from the registered agent and file with the secretary of state if required. Many states require this separate consent form.

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