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Law Offices of Barry Sooalo ------------------------- Attorney at Law

Business/Corporate
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Business/Corporate

Formation of Corporate Entities

* Check name availability and reserve or register corporate name.

* Draft and file articles or certificate of incorporation.

* Draft bylaws.

* Draft notices of organizational meetings and resolutions to be adopted.

* Draft minutes of organizational meeting of incorporator(s), stockholders or board of directors, or written consents in lieu of meeting.

* Assemble and maintain corporate minute book.

* Order corporate seal.

* Draft documents necessary to issue stock certificates including subscription agreements, receipts, stock certificates, restrictive legends, investment letters, stock and stockholder registers, and trust agreements.

* Assist with the establishment of a bank account.

* Prepare and file application for federal employer identification number.

* Prepare and file appropriate state tax registrations, including workers' compensation and unemployment insurance.

* Prepare and file election by a small business corporation and draft stockholder consents to such election.

* Prepare and file documents and forms necessary to secure appropriate local business licenses.

* Prepare and file assumed name certificates.

* Prepare and file appropriate applications for professional or special purpose corporations.

* Prepare and file appropriate Internal Revenue Service forms concerning the formation of non-profit corporations.

* Draft employment agreements and confidentiality agreements for corporate officers and key employees.

* Draft stockholders agreement.

* Draft lease agreement.

* Draft buy-sell agreement.

Maintenance of Corporate Entities

* Maintain corporate minute book and stockholder records.

* Draft amendments to articles or certificate of incorporation and draft resolutions for board of directors and stockholder approval, as necessary and appropriate.

* Draft amendments to bylaws and draft resolutions for board of directors and stockholders approval, as necessary and appropriate.

* Draft amendments to stockholders agreement.

* Prepare documents necessary to issue and transfer stock certificates including subscription agreements, receipts, stock certificates, restrictive legends, investment letters, stock and stockholder registers, and trust agreements.

* Prepare and maintain securities analyses and charts.

* Draft forms for public companies as required by Section 16 and other securities regulations.

* Prepare notices, proxy materials, ballots, affidavits of mailing, and agendas for annual and special meetings of stockholders.

* Draft oaths and reports of judges/inspectors of election for stockholder meetings.

* Draft resolutions to be considered by board of directors and stockholders.

* Prepare minutes of meetings of the board of directors and stockholders or written consents in lieu of meeting.

* Attend and assist at corporate meetings.

* Prepare minutes of committee meetings.

* Draft documents necessary to qualify corporations as foreign corporations in other jurisdictions.

* Draft and file annual reports, notices of changes of officers, directors, and related corporate information in jurisdiction of incorporation and in foreign jurisdictions in which corporation is qualified to transact business.

* Draft various applications and reports required by jurisdiction of incorporation and/or in foreign jurisdictions in which corporation is qualified to transact business.

* Draft trade name, trademark, service mark, and copyright applications.

* Collect internal information and assist in responding to auditors' requests for information.

* Develop analysis in connection with tax planning; draft federal, state and local tax returns and prepare for audit.

* Maintain and file abandoned property reports with all states.

* Draft UCC financing statements and subsequent amendments, assignments, or terminations with appropriate state and local agencies.

* Draft annual opinion as to UCC financing statements of record.

* Draft subsequent amendments to agreements and draft necessary documents to affect such changes.

* Draft trust instrument and certificate to form business trusts.

* Draft documents, correspondence and forms necessary to adopt qualified profit-sharing and pension plans and related trust agreements and submit such materials to the Internal Revenue Service for determination letters; prepare summary plan descriptions for employee benefit plans and any necessary notices to plan participants.

Formation and Maintenance of Partnerships and
Limited Liability Companies

* Check name availability and reserve or register partnership or limited liability company name.

* Draft certificates of limited partnerships or articles or organization.

* Draft partnership agreements for general and limited partnerships.

* Draft partnership and limited liability company annual reports and other state filings.

* Maintain partnership and limited liability company records in a manner appropriate for the operation of the entity.

* Maintain lists of partners or members.

* Prepare minutes of meetings of partners or members.

* Draft non-competition agreements.

* Draft subsequent amendments to partnership agreements.

* Draft documents necessary to qualify partnership or limited liability company in foreign jurisdictions.

Franchising/Business Opportunities

* Draft franchise agreement and related agreements/contracts.

* Draft Federal Trade Commission (FTC) disclosure statements and franchise offering circulars.

* Compile information for inclusion in FTC disclosure statements and franchise offering circulars.

* File offering circulars, annual reports, and amendments in registration states.

* File notices of intent to sell franchises/business opportunities or exemption notices in registration states.

* Communicate with state regulators about registration/disclosure requirements.

* Review and file advertising/promotional materials with registration states.

* Administer disclosure process of prospective franchisees.

* Draft franchise documents for execution.

* Communicate with client or franchisee about execution of documents.

* Communicate with client or franchisee about compliance with franchise agreement.

* Draft default notices to franchisees.

* Monitor franchisee compliance with terms of franchise and other agreements.

* Write policies for disclosure and franchising processes.

* Monitor activities of franchise salespeople.

* Prepare earnings claims information to give to franchisees.

* Review requests for transfer of franchise and prepare documents for execution.

* Draft documents for re-purchasing franchise business.

* Draft documents for terminating franchise agreement.

* Maintain repository and/or database of franchise activity.

* Review and draft documents for franchisee financing.

Note - Some of the information contained in the Intellectual Property, Real Estate and Securities/Municipal bonds sections of this publication also includes work performed in the Business/Corporate

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Providing legal services in civil and criminal matters in Honolulu and throughout the Pacific.