FLORIDA LEGAL FORMS BUSINESS ORGANIZATIONS. Volume 1. Sections GREGORY C. YADLEY Member of the Florida Bar Tampa, Florida

Transcription

1 FLORIDA LEGAL FORMS Volume 1 BUSINESS ORGANIZATIONS By JAMES W. MARTIN Member of the Florida Bar St. Petersburg, Florida GREGORY C. YADLEY Member of the Florida Bar Tampa, Florida Sections ST. PAUL, MINN. WEST PUBLISHING CO. 1990

2 PREFACE AND ACKNOWLEDGEMENT COPYRIGHT 1990 By WEST PUBLISHING CO. Ubrary of Congress Catalog Card Number: Flalegal Fonns-Business Organizations Business organizations are big business in Florida, as shown by the following statistics of the Florida Department of State: There are over 600,000 active entities on file in Florida. 475,000 of these active entities are profit corporations, 66,000 are nonprofit corporations and 33,000 are foreign corporations. In addition, there are 812,000 inactive corporations on file. The Florida Department of State sends out more than 500,000 annual report forms to entities each year. Over 89,000 entities were involuntarily (administratively) dissolved by the Florida Department of State in There are approximately 100,000 new entity filings each year. Considering that sole proprietorships and general partnerships have not, in the past, been required to file with the Florida Department of State, these are impressive numbers. They will substantially increase when the Department becomes the filing office for fictitious name registrations in January, At that time, sole proprietorships and general partnerships, as well as corporations and limited partnerships, must register their fictitious names with the Department. This work has been prepared to assist lawyers and their staffs in efficiently forming and maintaining Florida partnerships and corporations. In addition to document forms, this work describes procedures which, through the use of checklists and worksheets, assist the lawyer and staff in the production of documents for clients. Partnerships must be organized under F.S.A. Chapter 620; corporations are organized under F.S.A. Chapter 607; and nonprofit corporations are organized under F.S.A. Chapter 617. Professional service corporations ("P.A.'s") are corporations that meet the additional requirements of F.S.A. Chapter 621. This work provides forms that are generally required in Florida to form and maintain partnerships and corporations. No form should be used and no procedure should be followed unless the lawyer understands it and decides that it applies to his or her practice. Each lawyer's practice differs in some respects, so the user should plan to make changes to these forms and procedures accordingly. The formation and operation of any business organization, profit or nonprofit, involves numerous federal, state and local tax questions. There are always issues concerning income, gift, estate, property, excise, documentary, sales and other taxes when an entity is created, operated and dissolved. These tax matters are outside the scope of this m

3 PREFACE AND ACKNOWLEDGEMENT work. Each person using this book should consider the tax consequences of each form in this book on his or her own or by obtaining tax counsel. In addition to tax matters, the state and federal securities laws have a direct impact and applicability to all business organizations. F.S.A. Chapter 517 governs the offering and sale of securities within Florida. The securities laws should be considered in the formation and financing of every corporation and partnership. These laws ai:e qui~e complex and are outside the scope of this work. Each person usmg this book should consider the effect of the securities laws on his or her own or should obtain separate securities counsel before using any form in this work. The authors thank their editors at West without whose guidance, encouragement and assistance this work would not have been possib~e. The assistance of the Florida Department of State and Bureau Chief Karon Beyer in providing the latest state-promulgated forms und~r the new corporation and fictitious name laws is also deeply appreciated. JAMES W. MARTIN St. Petersburg, Florida Chapter SUMMARY OF CONTENTS Volume 1 DIVISION I. INTRODUCTION Page 1. Choice of Form of Organization DIVISION II. GENERAL PARTNERSHIPS 2. Introduction to General Partnerships Formation of General Partnership Amendments, Modifications and Fundamental Changes of the General Partnership Termination Notices Fictitious Name Registration Joint Ventures October, 1990 GREGORY C. Y ADLEY Tampa, Florida DIVISION ill. LIMITED PARTNERSHIPS 9. Introduction to Limited Partnerships Formation of a Limited Partnership Amendment of the Certificate of Limited Partnership Cancellation of the Certificate of Limited Partnership Operation of the Limited Partnership The Limited Partnership Agreement Foreign Limited Partnerships DIVISION IV. CORPORATIONS 16. Checklists and Aids Formation of Corporations-Miscellaneous Forms Articles of Incorporation Bylaws Forms of Securities IV DIVISION IV. Volume 2 CORPORATIONS-Continued 21. Shareholders' Meeting and Voting Directors' Meeting and Voting Share Transfer Restrictions Shareholders' Agreements and Voting Trusts Transfers of Securities 113 V

4 I J I Chapter SUMMARY OF CONTENTS Page 26. Dividends and Distributions Repurchase and Redemption of Securities Examination of Books and Records Amendments of Articles of Incorporation Mergers and Share Exchanges Sales of Assets and of Business Appraisal Remedy Dissolution 248 Volume 1 DIVISION I. INTRODUCTION 34. Foreign Corporations Professional Corporations 285 CHAF.l'ER 1. CHOICE OF FORM OF ORGANIZATION 36. S Corporations Available Forms-Generally. 37. Alien Business Organizations and Domesticated Non-U.S. 1.2 Proprietorships. Corporations Joint Ventures and Syndicates. 38. Fictitious Names Partnerships, Limited Partnerships and Corporations Compared. 39. Opinions of Counsel ~ Informality, Privacy and Cost Factors. 1.6 Income Taxation as a Factor. DIVISION V. NONPROFIT CORPORATIONS 1.7 Securities Laws as a Factor. 1.8 Checklist for Selection of Business Form. 40. In General Checklist for Initial Meeting With New Business Client. 41. Incorporation Procedures and Forms Annual Meetings and Annual Report 429 DIVISION II. GENERAL PARTNERSHIPS 43. Special Meetings Amendments and Changes 453 CHAPTER 2. INTRODUCTION TO GENERAL PARTNERSHIPS 45. Dissolution, Reincorporation, Merger and Foreign Corporations 2.1 In General Miscellaneous DIVISION VI. BUSINESS TRUST AND OTHER ENTITIES 47. Business Trusts Table of Statutes Table of Court Rules Index Capital and Credit Requirements. 2.3 Management and Control. 2.4 Profits and Losses. 2.5 Extent of Liability. 2.6 Transferability of Interest. 2.7 Continuity of Existence. 2.8 Formalities of Organization. 2.9 Financing the New Partnership. CHAPTER 3. FORMATION OF GENERAL PARTNERSHIP A. GENERAL CONSIDERATIONS 3.1 Checklist for Formation of a General Partnership. 3.2 The Function of the Partnership Agreement and the Importance of Draftsmanship. 3.3 Three Economic Types of Partnerships. VI B. THE PARTNERSHIP AGREEMENT-BASIC FORMS Checklist for Drafting Partnership Agreements Simple Partnership Agreement Another Basic Partnership Agreement Another Simple Partnership Agreement. VII

5 3.16 Basic General Partnership Agreement-Option as to Whether Additional Capital Can Be Demanded of Partners-Special Partnership Profit Distribution Provisions Basic General Partnership Agreement (ALI-ABA Form) Basic General Partnership Agreement-Special Dissolution Provisions- Agency Provisions-Partners Not to Engage in Other Businesses Commercial Partnership With Three Partners With an Option to Purchase on the Death, Retirement or Expulsion of a Partner-Buy-Sell Provisions-Future Capital Payments Agreed to-reserve Fund-Discharge of Partner's Private Debts-Non Competition Clause-Expulsion Clause Partnership for the Construction and Sale of a Building Medical Partnership Agreement-Prior Partnership Profit and Loss Provision-Special Automobile Provision. C. THE PARTNERSHIP AGREEMENT-OTHER FORMS 3.51 Sophisticated Partnership Agreement-Alternate Purpose Clauses-Buy Sell Agreement Commercial Partnership With Three Partners With. an Option to Purchase on the Death, Retirement or Expulsion of a Partner Professional Partnership Agreement Law Partnership Agreement-Senior Partner Contributes Going Practice--Junior Partner to Buy Senior Partner Out-Special Work Commitments Partnership Agreement for Law Firm of Three Partners-Buy-Sell Provisions-Special Dissolution Provisions-Special Voting Provisions-Special Partner Duties-Special Management Provisions Interest Paid on Capital Contribution-Special Prohibitions on Partner Actions-Special Provisions Re Use of Partners' Assets Partners May Not Have Other Businesses Partnership Agreement for Law Firm of More Than Four Partners Comprehensive Form Partnership Agreement for Real Estate. D. OPTIONAL CLAUSES FOR PARTNERSHIP AGREEMENTS 3.80 Identification of Parties Partnership Name Duration of Partnership Capital Contributions of Partners Advances by Partners to Partnership Allocation of Partnership Profits, Surplus and Losses Limitations of Authority of Partners Participation in Management of the Partnership Business Admission of New Partners Duties of Partners Compensation of Partners Books, Records and Accounts Fiduciary Duties of Partners Partnership Property. VIII 3.94 Assignment of Partners' Interests in the Partnership Dissolution of the Partnership Winding Up the Partnership Business. CHAPTER 4. AMENDMENTS, MODIFICATIONS AND FUNDAMENTAL CHANGES OF THE GENERAL PARTNERSHIP Amendment-Basic Form. 4.3 Amendment of Partnership Agreement on Admission of a New Partner. 4.4 Amendment of Partnership Agreement Changing Buy-Sell Provisions and Partner Names. CHAPTER 5. TERMINATION 5.1 Termination of Partnership Agreement-Sale to One Partner Dissolution Agreement. CHAPTER 6. NOTICES Notice of Admission of New Partner. 6.3 Preliminary Notice of Intent to Expel Partner. 6.4 Notice of Expulsion of Partner Following Preliminary Notice. 6.5 Notice by Partner to Other Partners of Desire to Sell Interest in Partnership Pursuant to Partnership Agreement. 6.6 Notice of Exercise of Option to Purchase Interest of Withdrawing or Deceased Partner Pursuant to Partnership Agreement. 6.7 Published Notice of Withdrawal of Partner From Partnership. 6.8 Published Notice of Dissolution of Partnership. 6.9 Notice to Partnership Debtor of Dissolution of Partnership and Demand for Payment. CHAPTER 7. FICTITIOUS NAME REGISTRATION Fictitious Name Registration Packet-State Form.. CHAPTER 8. JOINT VENTURES Joint Venture for Owning Real Property as an Investment. DIVISION m. LIMITED PARTNERSHIPS CHAPTER 9. INTRODUCTION TO LIMITED PARTNERSHIPS 9.1 The Nature of a Limited Partnership. 9.2 Factors in the Selection of the Limited Partnership Form of Business Organization. IX

6 9.3 The Evolution of Two General Types of Limited Partnerships. 9.4 Steps in the Formation of a Limited Partnership. 9.5 List of State Promulgated Forms and Instructions. CHAPTER 10. FORMATION OF A LIMITED PARTNERSHIP Formation of a Limited Partnership-State Instructions and Certificate General Form for Certificate of Limited Partnership Optional Provisions for Certificate of Limited Partnership Affidavit of Capital Contributions-State Form Acceptance of Appointment as Registered Agent Supplemental Affidavit of Capital Contributions for Florida Limited Partnership Limited Partnership Statement of Charge of Registered Office or Registered Agent or Both Schedule of Filing Fees. CHAPTER 11. AMENDMENT OF THE CERTIFICATE OF LIMITED PARTNERSHIP 11.1 General Form for Amending Certificate of Limited Partnership. CHAPTER 12. CANCELLATION OF THE CERTIFICATE OF LIMITED PARTNERSHIP Cancellation of a Limited Partnership-State Instructions General Form for Cancellation of Certificate of Limited Partnership. CHAPTER 13. OPERATION OF THE LIMITED PARTNERSHIP 13.1 Limited Partnership Annual Report-State Form Application for Reinstatement of Limited Partnership Assignment of Limited Partner's Interest in Partnership Consent to Assignee Becoming a Substituted Limited Partner. CHAPTER 14. THE LIMITED PARTNERSHIP AGREEMENT Limited Partnership Agreement-General Form Another lt'orm. CHAPTER 15. FOREIGN LIMITED PARTNERSHIPS Application by Foreign Limited Partnership for Authorization to Transact Business in Florida, and Instruction Sheet-State Form State Instruction Sheet for Amending Application for Registration of Foreign Limited Partnership Supplemental Affidavit of Capital Contributions for Foreign Limited Partnership. X DIVISION IV. CORPORATIONS CHAPTER 16. CHECKLISTS AND AIDS Corporation Directory. Corporation Status Sheet. Checklist I-Incorporation. Checklist II-Organizational Meeting. Checklist ID-Annual Meeting. Chec~t IV-Maintenance-Quarterly Report & Special Meeting. Checklist V-Maintenance-Annual Report to State. Fact Sheet I-Incorporation. Fact Sheet II-Organizational Meeting. Fact Sheet ID-Maintenance-Annual Meeting. Quarterly Corporation Action Report. Letter to Client With Quarterly Corporation Action Report. Fees of Division of Corporations as of 7 /90. Useful Supplies and Equipment. Reminders-List. -- How To Set Up and Use a Reminder System. Sample Forms. Procedures for Performing Certain Steps in Corporation Checklists List of State Promulgated Forms and Instructions. CHAPTER 17. FORMATION OF CORPORATIONS- MISCELLANEOUS FORMS Engagement Letter to Client. Agreement to Form Corporation. Subscription Agreement. Agreement to Incorporate Partnership. Notice of Intention to Incorporate Going Business. Application for Reservation of Corporate Name. Letter of Consent to Use Similar Name. Notice of Transfer of Reserved Corporate Name. Statement of Change of Registered Office or Registered Agent, or Both. Letter to Department of State to File Articles. Letter to Client With Copy of Filed Articles. Corporation Kit Order Letter. Authentication of Minute Book. Title Page of Minute Book. Call of Organizational Meeting of Directors. Waiver of Notice of Organizational Meeting. Organizational Action Without Meeting. Minutes of Organizational Meeting. Ratification of Organizational Meeting. Bank Signature Card and Corporate Resolution Opening Bank Account. XI

7 17.24 IRS Form SS-4-Application for Employer Identification Number Letter to IRS to File Form SS Letter to Client After Incorporation Employee's Request for Reimbursement From Corporation Letter to Client re Transfer of Business Assignment and Bill of Sale to Corporation Unsecured Promissory Note From Corporation Assignment of Rights by lncorporators Promissory Note From Corporation Assignment of Lease Employment Agreement Bill for Incorporation. CHAPTER 18. ARTICLES OF INCORPORATION A. IN GENERAL 18.1 Certificate of Incorporation-State Form Articles of Incorporation-Minimum Form; With Optional Clauses Basic Form With Acceptance by Registered Agent State Form With Instructions ' B. OPTIONAL CLAUSES-PURPOSES In General. General Purpose. Agent. Brokerage. Farming. Finance. Holding Company. Management. Manufacture. Publication and Broadcasting. Real Estate. Research. Sales. Service Business. School. Wholesale In General Powers Limitations. C. OPTIONAL CLAUSES-POWERS XII D. OTHER OPTIONAL CLAUSES FOR ARTICLES OF INCORPORATION Indemnification-Short Form Another Short Form Long Form Preemptive Rights-Short Form Long Form Share Transfer Restrictions Rights of Initial Directors Bylaws Clause Clause for Change by Shareholders Commencement of Corporate Existence-Upon Signing On Certain Date Voting of Shares Consideration for Shares, Repurchase of Shares, and Similar Matters Cumulative Voting Another Clause Quorum Requirements for Shareholders Meeting Bylaws-Standard Form Amendment to Bylaws Emergency Bylaws.. CHAPTER 19. BYLAWS A. IN GENERAL B. OPTIONAL CLAUSES FOR BYLAWS Establishment of Record Date for Shareholder Voting Order of Business at Shareholders Meeting Multiple Votes Per Share Number and Qualifications of Directors Number and Qualifications of Classified Directors Cumulative Voting Removal of Directors Shares in Hands of Trustees or Representatives Shares Held by Pledgee Shares Held by Another Corporation Quorum of Directors Voting by Directors Suspension of Officers Power to Vote Shares Owned by Corporation Chairman of the Board of Directors Indemnification Reliance on Corporate Records. XIII

8 CHAPTER 20. FORMS OF SECURITIES A. IN GENERAL Caution Concerning Securities Laws. Difference Between "Equity" and "Debt". General Considerations. Dividing Investment Between Shares and Debt. Non-voting Shares. Par Value. Preemptive Rights. Issuance of Shares. Subscriptions for Shares-Generally. Equity Securities-Generally. Common Shares-Generally. Classes of Common Shares-Generally. Preferred Shares-Generally. Debt Securities-Generally. B. FORMS Promoters' Subscription Agreement. Individual Preincorporation Subscription Agreement. Statement Regarding Shares Issued Without Certificate. Share Certificate-Basic Form. Common Shares Certificate. Common Shares Certificate (With Restrictions). Share Certificate-Statements re Redeemable Shares. Statements re Convertible Shares. Legend re Restriction on Transfer. Legendre Irrevocable Proxy. Legend re Voting Agreement. Legend re Contractually Imposed Restrictions Upon Voting Rights. Legend re Preemptive Rights for Preferred Shares. Clause for Articles of Incorporation. Preferred Shares Certificate. Noncumulative. Cumulative. Provisions for Redemption and Restriction Against Incumbrance. Clause for Articles of Incorporation. Assignment of Shares. Shares Register. Shareholders Ledger. Corporate Bond. Redemption Clause. Notice of Redemption of Debenture. Negative Pledge Clause. XIV Call Provision Convertible Subordinated Debenture DIVISION IV. Volume 2 CORPORATIONS-Continued CHAPTER 21. SHAREHOLDERS' MEETING AND VOTING Minutes of Annual Meeting, With Call and Waiver and-ratification. Letter to Client re Annual Meeting. Letter to Client With Annual Meeting Minutes. Minutes of Special Meeting, With Call and Waiver and Ratification. Proxy. Written Consent to Action of Shareholders Without a Meeting. CHAPTER 22. DIRECTORS' MEETING AND VOTING Notice of Regular or Special Meeting. Notice Containing Statement of Purposes. Minutes of Regular Meeting. Minutes of Special Meeting. Minutes of Annual Meeting, With Call and Waiver and Ratification. Waiver of Notice. Consent to Act Without Meeting. Dissent by Director. Notice to Absent Director of Adjournment of Meeting. Secretary's Certification of Resolution. Annual Report to Florida Department of State. Letter to Client re Annual Report to Department of State. Amendment to Employment Agreement. Resignation of Officer or Director. State Form. Resignation of Registered Agent-State Form. Statement of Change of Registered Office or Registered Agent, or Both- State Form. Directors' Resolutions-Generally. Fixing Day for Regular Meeting of the Board. Reimbursing Promoter. Officers' Salaries. Increasing Officers' Salaries. Election of Officers. Appointment of General Manager. Specification of Terms of Employment. Appointment of Attorney. Requiring Officer, Agent, or Employee to Give Security for the Faithful Performance of His Duties. Appointment of Auditors. xv

9 Appointment of a Committee. Lease of a Safe Deposit Box. Borrowing Money. Borrowing Money [Alternative]. Loans, Credits and Security. To Mortgage Property. Lease of Property. Sue Tenant on Lease. Sale of Business. Exchange of Preferred Shares. Purchase of Business. Settlement of Personal Injury Claim. Christmas Bonuses. Pension Trust. Charitable Subscription University Contribution. Sale of Property for Shares in Another Corporation. Purchase of Entire Property of Another Corporation by Issue of Shares. Deed to Real Property. Qualification in Another State. Assignment by Incorporators. Loans to Corporation. Corporate Borrowing Without Separate Board Approval. S Corporation Status Not Elected. S Corporation Status Elected. Business. Licenses. Signs, Stationery, etc. Insurance. Fictitious Name. Trade Marks. - Copyrights. Lease of Realty. Assignment of Lease of Realty. Lease of Personalty. Purchase of Personalty. Lease of Motor Vehicles. Purchase of Motor Vehicles. Legal Forms. Shareholders Agreement. Insurance to Fund Shareholders Agreement. Employment Agreement. Compensation. Bonus Compensation. Employees. Pension or Profit Sharing Plan Feasibility. Change of Name. Amend By-Laws. Bank Account Signatures Changed. Bank Accounts. XVI Investment Broker Account Registered Agent and Office Salary Changes Bonuses to Employees Profit Sharing Plan Adopted Pension Plan Adopted Plan Consultant Contribution to Profit Sharing Plan Contribution to Pension Plan Dividends Loans to Officers Resignation Removal Election to Fill Vacancy Major Purchases Ratification of Actions Following Reinstatement. CHAPTER 23. SHARE TRANSFER RESTRICTIONS Checklist-Transfer Restrictions in Shareholders' Agreements Drafting Considerations Bylaw-Limitation on Sale of Shares Limitation on Sale or Transfer of Shares Limitation on Transfer of Shares; Option to Corporation Limitation on Transfer of Shares; Option to Corporation and Shareholders Option Agreement Between Corporation and Shareholders Resolution Authorizing Corporation to Enter Buy-Sell Agreement With Shareholders Buy-Sell Agreement Between Corporation and Shareholders Buy-Sell Agreement Among Shareholders Funded by Life Insurance Buy-Sell Agreement for Professional Corporation Guaranteed by Shareholders Sale of Shares to Employee With Option to Repurchase Upon Employee's Death Notations of Restriction on Certificate Alternative Valuation Clauses. CHAPTER 24. SHAREHOLDERS' AGREEMENTS AND VOTING TRUSTS Drafting Techniques Shareholders' Pooling Agreement Voting Trust Agreement Voting Trust Certificate for Common Shares Voting Trust Certificate-Another Form Voting Trusts-Miscellaneous Provisions. XVII

10 Contract for Sale of Shares Held in Trust. Voting Trustees to Reflect Individual Blocks of Shares. Limitation of Voting Powers. CHAPTER 25. TRANSFERS OF SECURITIES Assignment of Share Certificate. Gift to Minor. Statement of Right to Lien. Notice of Loss, Destruction or Wrongful Taking and Request for Issuance of New Security. Indemnity Bond Where Certificate is Lost or Stolen, Upon Issue of New Certificate. Demand for Proof of Authority and Rescission of Transfer. Demand for Surrender of Security. Stop Transfer Notice to Corporation. Notice to Claimant of Presentment for Registration. Demand for Purchase of Similar Securities or Payment of Purchase Price. Lost Securities. Affidavit of Lost Security. Affidavit of Loss and Agreement of Indemnity. Affidavit of Heirship and Agreement of Indemnity. CHAPTER 26. DIVIDENDS AND DISTRIBUTIONS Resolution Declaring Cash Dividend-One Class of Shares. Preferred and Common Shares. Resolution Declaring Dividend-In Kind. Resolution Declaring Dividend in Shares. Resolution Transferring Earned Surplus to Stated Capital and Declaring Dividend in Shares. Resolution Rescinding Declaration of Dividend. Notice of Dividend Declaration. Notice to Shareholders of Source of Dividend. Notice to Shareholders Regarding Tax Status of Payments. Minutes Reflecting Dissent by Director to Declaration of Dividend. Dissent to Declaration of Dividend by Director Who Was Absent. Resolution Eliminating Deficit in Earned Surplus. Resolution Authorizing Preferred Dividend Payable Out of Capital Surplus. Notice of Source of Payment of Cumulative Dividend. CHAPTER 27. REPURCHASE AND REDEMPTION OF SECURITIES Resolution Cancelling Treasury Shares. Descriptions of Redemption and Conversion Rights. XVIII Resolution Calling Redeemable Shares for Redemption. Notice of Redemption. Resolution Reducing Stated Capital (No Par Shares). Notice of Reduction of Stated Capital by Elimination of Amounts Previously Transferred From Surplus. Resolution Creating Reserve Out of Earned Surplus. Resolution Eliminating Reserve and Restoring Amount to Earned Surplus. CHAPTER 28. EXAMINATION OF BOOKS AND RECORDS Demand to Inspect Books and Records. Demand to Inspect List of Shareholders. Authorization for Inspection of Minutes and Records. Refusal to Permit Inspection. Petition for Mandamus. Order of Mandamus. Request for Annual and Published Interim Financial Reports. CHAPTER 29. AMENDMENTS OF ARTICLES OF INCORPORATION Revision of Specific Article. Consent by Directors to Adoption of Resolution Amending Articles. Articles of Amendment [By Directors, No Shares Having Been Issued]. Resolution of Directors Proposing Amendment. Unanimous Consent of Directors and Shareholders to Amendment. Notice of Meeting of Shareholders. Minutes of Shareholders Meeting. Articles of Amendment. State Instructions to Amend Articles. Checklist for Amendment of Articles of Incorporation. Class Voting Tabulation. Restated Articles of Incorporation [Without Amendment]. Restated Articles of Incorporation [With Amendment]. CHAPTER 30. MERGERS AND SHARE EXCHANGES Plan and Agreement of Merger. Resolution of Directors Approving Merger. Notice of Special Meeting. Resolution of Shareholders Approving Plan of Merger. Resolution Amending Plan of Merger. Elimination of Fractional Shares. Condition Requiring Favorable Tax Ruling on Issuance of Preferred Stock in Merger. Amendment of Articles by Plan of Merger. XIX

11 30.10 Miscellaneous Provisions in Plan of Merger Articles of Merger [of Domestic and Foreign Corporations] "B" Reorganization-Acquisition by Purchase of Shares Agreement to Register Shares Received in "B" Reorganization "C" Reorganization--Acquisition of Assets for Stock Resolution of Directors Merging Subsidiary Corporation Notice to Minority Shareholders of Former Subsidiary CHAPTER 31. SALES OF ASSETS AND OF BUSINESS Agreement for Sale of Assets for Cash and Unsecured Promissory Notes. Agreement for Sale of Assets-Short Form. Approval by Directors.. Call of Special Meeting of Shareholders. Resolution of Shareholders Approving Sale of Substantially All Corporate Assets. Authorization to Sell All Assets by Shareholders on Terms Established by the Directors. Resolution Abandoning Sale. CHAPTER 32. APPRAISAL REMEDY Shareholder Notice of Interest to Demand Payment. Notice by Corporation That Action Effective. Shareholder Notice of Election to Dissent. Corporation Offer to Purchase Shares. Withdrawal of Election to Dissent. Form of Petition by Shareholder. Notice to Other Shareholders. Order Appointing Appraisers. Report of Appraisers. CHAPTER 33. DISSOLUTION Dissolution-State Instructions. Articles of Dissolution by Incorporators or Directors. Consent of Shareholders to Dissolution. Plan of Complete Liquidation. Resolutions of Board of Directors. Notice of Special Meeting of Shareholders. Shareholders Resolution. Form 966-Federal Information Return. Articles of Dissolution. Notice to Claimants. Revocation of Dissolution by Shareholder Consent. Revocation of Dissolution by Resolution of Directors. Notice of Meeting. Shareholders Resolution. xx Application for Reinstatement Allegations in Petition for Appointment of Receiver by Shareholder Form for Creditor Complaint for Involuntary Dissolution Form for Order Requiring Filing of Claims Form for Creditor's Proof of Claim Clause in Decree of Involuntary Dissolution CHAPTER 34. FOREIGN CORPORATIONS Application for Registration of a Foreign Corporation Name-State Form. Renewal Application for Foreign Name Registration. Application for Certificate of Authority of Foreign Corporation-State Form, With Instructions. Statement of Change of Registered Office or Registered Agent, or Both, by a Foreign Corporation. Application for Amended Certificate of Authority. Application for Withdrawal-State Form. Jurisdictional Allegations in Suits Against Foreign Corporation. Application by Foreign Corporation to File Amendment to Application- State Form, With Instructions. CHAPTER 35. PROFESSIONAL CORPORATIONS Tax Considerations. Selected Law Review Articles. Articles oi Incorporation. Purpose Clauses. Bylaws. Organizational Meeting Minutes. Annual Meeting of Shareholders Minutes. Annual Meeting of Directors Minutes. Special Meeting of Directors Minutes. Employment Agreement for Professional-Law. -- Medicine. CHAPTER 36. S CORPORATIONS Requisites of S Corporation Election. Comparison of S Corporations and Regular Corporations. The Election-IRS Form Consent of Shareholders to S Election. Revocation of Election. Trust Election. Revocation of Trust Election. XXI

12 Election to Have Items Assigned to Each Short Taxable Year Under Normal Tax Accounting Rules Election to Have a Stockholder's Termination Result in Two Tax Year Type Accounting Periods Revocation by Violation Notice of Termination of Election Stockholder Agreement to Preserve the S Election. CHAPTER 37. ALIEN BUSINESS ORGANIZATIONS AND DOMESTICATED NON-U.S. CORPORATIONS List of State Promulgated Forms and Instructions Certificate Designating Place of Business-State Form Statement of Change of Registered Office or Registered Agent, or Both, for Alien Business Organization-State Form Certificate of Domestication-State Form. CHAPTER 38. FICTITIOUS NAMES Fictitious Name Registration Packet-State Form. CHAPTER 39. OPINIONS OF COUNSEL Standard Recitations Response to Auditor's Request for Information. DIVISION V. NONPROFIT CORPORATIONS CHAPTER 40. IN GENERAL 40.1 Scope Introductory Comments Structure of Nonprofit Corporations Procedure to Form Nonprofit Corporation Annual Report Stock vs. Nonstock Charitable Solicitation Laws Federal Tax-Exempt Status State and Local Tax-Exempt Status Selected Books and Periodicals Practical Hints and Procedures List of State Promulgated Forms and Instructions. CHAPTER 41. INCORPORATION PROCEDURES AND FORMS 41.1 Steps of Incorporation-Generally Incorporation Checklist Incorporation Worksheet Articles of Incorporation-Generally. XXII General Form. -- State Form, With Instructions. Bylaws-Generally. General Form. Purpose Clauses-Golf Course. Swim Club. Trade Association (State). -- Trade Association (Local Chapter). -- Medical Foundation. Museum. Homeowner Association. Church-Articles of Incorporation. Bylaws. Organizational Meeting of Directors-In -- Call and Waiver of Notice. Minutes. Ratification. Standard Resolutions. Optional Resolutions. General. CHAPTER 42. ANNUAL MEETINGS AND ANNUAL REPORT Checklist. Worksheet. Notice of Annual Meeting of Members. Call and Waiver of Notice of Annual Meeting of Members. Minutes of Annual Meeting of Members. Ratification of Annual Meeting of Members. Notice of Annual Meeting of Trustees. Call and Waiver of Notice of Annual Meeting of Trustees. Minutes of Annual Meeting of Trustees. Ratification of Annual Meeting of Trustees. Annual Report to State. CHAPTER 43. SPECIAL MEETINGS Checklist. Worksheet. Notice of Special Meeting of Members. Call and Waiver of Notice of Special Meeting of Members. Minutes of Special Meeting of Members. Ratification of Special Meeting of Members. Notice of Special Meeting of Trustees. Call and Waiver of Notice of Special Meeting of Trustees. Minutes of Special Meeting of Trustees. Ratification of Special Meeting of Trustees. Written Action in Lieu of Meeting-In General. By Members. By Trustees. XXIII

13 43.14 By Members and Trustees, Jointly Resolution Clauses. CHAPTER 44. AMENDMENTS AND CHANGES 44.1 Amendment to Articles of Incorporation-In General Articles of Amendment to Articles of Incorporation-General Form State Form Amendment to Bylaws-In General General Form Change of Registered Office or Agent-In General Amendment to Articles of Incorporation-To Add Clauses Required by Internal Revenue Service. CHAPTER 45. DISSOLUTION, REINCORPORATION, MERGER AND FOREIGN CORPORATIONS Resignation Attorney's Response to Auditor's Request for Information. DIVISION VI. BUSINESS TRUST AND OTHER ENTITIES CHAPTER 47. BUSINESS TRUSTS General Business Trust Declaration. Table of Statutes Page ii! ~:~: of_ Court R~es _:::::::::::::::::::::::: :::::::::: :::::::::::::::::::::::::::::::::: * 45.1 Dissolution-In General State Instructions. Engagement Letter to Client to Dissolve Corporation Petition for Dissolution Order to Publish Notice Notice of Dissolution. Letter to Newspaper to Publish Notice Letter to Client With Notice Final Judgment of Dissolution Letter to Client With Judgment Reincorporation-In General Certificate of Reincorporation and Articles of Reincorporation-General Form Certificate of Reincorporation-State Form Merger-In General Articles of Merger Application by Foreign Nonprofit Corporation for Authorization to Transact Business in Florida-State Form, With Instructions. CHAPTER 46. MISCELLANEOUS 46.1 Minute Book-In General Authentication of Minute Book Table of Contents of Minute Book Membership Register. Membership Certificate-General Form Engagement Letter to Client. Letter to Client With Copy of Filed Articles Letter to Client After Incorporation Corporation Directory Corporation Status Sheet Pledge Agreement Lease for a $1 a Year Employment Agreement. XXIV XXV