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11 Incorporation Cover Letter to Secretary of State
When filing your articles of incorporation with the Secretary of State, or any other documentation for that matter it is important to include a cover letter which describes what is enclosed in the package. This is simply to avoid confusion when filing and therefore help things move as seamlessly as possible through the system.
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12 Articles of Organization
In order to form a Limited Liability Company (LLC), Articles of Organization are required. The existence of the LCC begins upon the filing of the Articles of Organization by the Secretary of State.
The person or persons who execute the articles need not be members of the LLC, but such person will be called the "organizer" during the filing process. The articles include the designation of an Agent for Service of Process and a statement indicating whether the LLC will be managed by one manager or more than one manager or the members of the LLC. The articles may include a date on which the company is to dissolve.
Use this document to prepare the Articles of Organization for your Limited Liability Company.
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13 Bill Of Sale And Assignment
This is a Bill of Sale used to transfer assets to a partnership in exchange for a partnership interest. Partners often transfer assets in lieu of, or in addition to, cash contributions, in return for an interest in the partnership. However, please note that appropriate title transfer documents may also need to be prepared and submitted to the appropriate governmental entity if title to any of the property is maintained on record with that entity (for instance, DMV records of vehicle ownership, etc.). Also, consult an account regarding the tax implications of transferring assets to a partnership in exchange for a partnership interest, whether such transfer qualifies as a tax free transfer or otherwise.
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14 Waiver Of Notice And Consent To Holding Of Organizational Meeting Of Board Of Directors
In order for a corporation to be properly formed the board of directors must hold a first organizational meeting. Ordinarily, a meeting of the directors requires notice. Use this form to allow the directors to waive notice and consent to this meeting. This enables the corporation to hold the meeting without having to give proper notice.
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15 Acknowledgement of Modified Terms
In some relationships, which involve an original contract between parties involved, there may be a change in circumstances that call for an alteration of the original contract. In order to protect themselves, parties may want to enter into an additional, subsequent contract which clarifies the changes in the relationship. This new contract usually explains the new terms of the contract and also restates which, if any, remaining portions of the old contract are still in place. This document can be used as a written acknowledgment of such modifications to an original agreement.
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16 Action of Incorporators Taken Without a Meeting By Written Consent
In the situation where a company's articles of incorporation do not name the initial directors of the corporation, the company's incorporators must hold an organizational meeting to appoint directors as well as adopt bylaws.
Use this form in lieu of holding a meeting of the incorporators. The incorporator must consent and sign the form.
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17 Employee Disciplinary Notice
An employer greatly relies on the productivity and performance of its employees. Use this form if you have an employee who isn't performing at the level you, the employer, expect. For legal reasons as well as overall company morale, it is important to warn employees about poor performance, give reminders of the standards they should be living up to and to agree to new goals with the employee to see improvements in performance.
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18 Notice of Dismissal
Use this form to provide written notice of dismissal to an employee. This form allows you to specify the date which termination is effective as well as the reason for termination. It is important to have written documentation in case of the unfortunate occurrence of threatened litigation by a former employee.
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19 Action Without Meeting of Directors
It is the responsibility of the initial directors to complete the corporate organization. For example, electing the corporate officers, approving the form of share certificate and corporate seal if desired, authorizing the corporation's banks which will be used, and authorized issuance of the corporation's shares and any debt securities etc.
Any action required or permitted to be taken by the board of directors, including actions required to be taken at the organizational meeting, may be taken without a formal meeting if all board members sign a written consent. Use this form in lieu of a formal meeting to approve the bylaws and be sure to file with the corporate minutes.
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20 Proxy Consent
A stockholder may consent or authorize another person to vote on his or her behalf at a corporations shareholder meeting. Use this document to give proxy consent.
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