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Using Self-Help Law Books | vii | |
Introduction | xi | |
Purpose of This Book | ||
Organization of This Book | ||
How to Use the Forms | ||
Chapter 1 | Understanding Corporation and Business Basics | 1 |
Reasons to Have Corporations | ||
Alternatives to Corporations | ||
Choosing to Do Business as a Corporation | ||
Chapter 2 | Getting Started | 9 |
Location of the Corporation | ||
Business Corporation Statutes | ||
Corporate Names | ||
Articles of Incorporation | ||
Organization | ||
Issuing Share Certificates | ||
Corporate Kits | ||
Chapter 3 | Corporate Decision-Making | 25 |
Collective Decisions and Proof of Authority | ||
Formal Minutes | ||
Minute Books--The Corporate Memory | ||
Chapter 4 | Board of Directors | 41 |
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 5 | Directors' Meetings | 55 |
Meeting Frequency | ||
Who Attends Meetings | ||
Who May Attend Meetings | ||
Notice of Directors' Meetings | ||
Keeping Records | ||
Chapter 6 | Shareholders | 65 |
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 7 | Shareholders' Relationships and Meetings | 93 |
Living with Shareholders | ||
When to Have Shareholders' Meetings | ||
Planning and Conducting Meetings | ||
Voting | ||
Keeping Records | ||
Chapter 8 | Dividends | 119 |
Accounting Issues--Money for the Dividend | ||
The Role of Directors in Declaring Dividends | ||
Chapter 9 | Officers | 125 |
Number of Officers | ||
Duties of Officers | ||
Appointment and Termination of Officers | ||
Chapter 10 | Employees, Independent Contractors, and Agents | 135 |
Employee versus Independent Contractor | ||
Employee Pay | ||
Independent Contract Consultants | ||
Employee Benefits | ||
Noncompetition and Nondisclosure Agreements | ||
Powers of Attorney | ||
Agents for Service of Process | ||
Chapter 11 | Protecting the Officers and Directors from Liability | 149 |
Avoiding and Compensating for Liability | ||
Indemnification of Officers and Directors | ||
Insurance | ||
Conflicts of Interest | ||
Chapter 12 | Amending Bylaws and Articles of Incorporation | 157 |
Amending Bylaws | ||
Amending Articles of Incorporation | ||
Chapter 13 | Changing the Corporate Name | 161 |
Adopting a Corporate Alias | ||
Changing the Corporation's Name in the Articles of Incorporation | ||
Name Changes and Stock Certificates | ||
Chapter 14 | Doing Business in Another State | 167 |
Other Business Requirements | ||
Chapter 15 | Mergers | 173 |
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 16 | Other Methods of Acquiring a Business | 185 |
Share Exchange | ||
Stock Transactions | ||
Asset Transactions | ||
Chapter 17 | Financial Transactions | 191 |
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 18 | Dissolution | 201 |
Effects of Dissolution | ||
Dissolution before Shares Are Issued | ||
Dissolution after Shares Are Issued | ||
Filing Articles of Dissolution | ||
Liquidation | ||
Appendix A | Directory of State Corporate Statutes | 207 |
Appendix B | Website Directory of State Corporate Statutes | 211 |
Appendix C | Blank Forms | 213 |
Index | 289 |
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Add Most Valuable Business Legal Forms You'll Ever Need, This book provides useful documentation relating to the specific structure, management, and day-to-day operation of the a business. More than fifty valuable documents form the basis for this title. This new edition includes blank, tear-out forms , Most Valuable Business Legal Forms You'll Ever Need to your collection on WonderClub |