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11 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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12 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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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 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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15 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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16 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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17 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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18 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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19 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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20 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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