FLORIDALEGAL FORMS

Volume 1

BUSINESS ORGANIZATIONS

ByJAMES W. MARTIN

Member of the Florida BarSt. Petersburg, Florida

GREGORY C. YADLEYMember of the Florida Bar

Tampa, Florida

Sections 1.1-20

ST. PAUL, MINN.WEST PUBLISHING CO.

1990

PREFACE AND ACKNOWLEDGEMENT

Business organizations are big business in Florida, as shown by thefollowing 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) dis-

solved by the Florida Department of State in 1989.• There are approximately 100,000 new entity filings each year.

Considering that sole proprietorships and general partnershipshave not, in the past, been required to file with the Florida Departmentof State, these are impressive numbers. They will substantially in-crease when the Department becomes the filing office for fictitiousname registrations in January, 1991. At that time, sole proprietorshipsand general partnerships, as well as corporations and limited partner-ships, must register their fictitious names with the Department.

This work has been prepared to assist lawyers and their staffs inefficiently forming and maintaining Florida partnerships and corpora-tions. In addition to document forms, this work describes procedureswhich, through the use of checklists and worksheets, assist the lawyerand staff in the production of documents for clients.

Partnerships must be organized under F.S.A. Chapter 620; corpora-tions are organized under F.S.A. Chapter 607; and nonprofit corpora-tions are organized under F.S.A. Chapter 617. Professional servicecorporations ("P.A.'s") are corporations that meet the additional re-quirements of F.S.A. Chapter 621.

This work provides forms that are generally required in Florida toform and maintain partnerships and corporations. No form should beused and no procedure should be followed unless the lawyer under-stands it and decides that it applies to his or her practice. Eachlawyer's practice differs in some respects, so the user should plan tomake changes to these forms and procedures accordingly.

The formation and operation of any business organization, profit ornonprofit, involves numerous federal, state and local tax questions.There are always issues concerning income, gift, estate, property, ex-cise, documentary, sales and other taxes when an entity is created,operated and dissolved. These tax matters are outside the scope of this

ill

COPYRIGHT @ 1990

By

WEST PUBLISHING CO.

Ubrary of Congress Catalog Card Number: 89-050194

1 AaLegal Fonns-Business Organizations

PREFACE AND ACKNOWLEDGEMENT

work. Each person using this book should consider the tax conse-quences of each form in this book on his or her own or by obtaining taxcounsel.

In addition to tax matters, the state and federal securities lawshave a direct impact and applicability to all business organizations.F.S.A. Chapter 517 governs the offering and sale of securities withinFlorida. The securities laws should be considered in the formation andfinancing of every corporation and partnership. These laws ro:e qui~ecomplex and are outside the scope of this work. Each person using thisbook should consider the effect of the securities laws on his or her ownor should obtain separate securities counsel before using any form inthis 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 ChiefKaron Beyer in providing the latest state-promulgated forms und~r thenew corporation and fictitious name laws is also deeply appreciated.

SUMMARY OF CONTENTS

Volume 1DIVISION I. INTRODUCTION

Chapter Page1. Choice of Form of Organization 1

JAMES W. MARTINSt. Petersburg, Florida

DIVISION n. GENERAL PARTNERSHIPS2. Introduction to General Partnerships 153. Formation of General Partnership 214. Amendments, Modifications and Fundamental Changes of the

General Partnership 2375. Termination 2556. Notices 2607." Fictitious Name Registration 2648. Joint Ventures 273

GREGORY C. YADLEYTampa, Florida

DIVISION m. LIMITED PARTNERSHIPS9. Introduction to Limited Partnerships 28610. Formation of a Limited Partnership 29411. Amendment of the Certificate of Limited Partnership 30412. Cancellation of the Certificate of Limited Partnership 30613. Operation of the Limited Partnership 30914. The Limited Partnership Agreement 31515. Foreign Limited Partnerships 368

October, 1990

DIVISION IV. CORPORATIONS16. Checklists and Aids___________________________________________________________37717. Formation of Corporations-Miscellaneous Forms 43518. Articles of Incorporation____________________________________________________48419. Bylaws 51620. Forms of Securities 539

IV

Volume 2DIVISION IV. CORPORATIONS-Continued

21. Shareholders' Meeting and Voting 122. Directors' Meeting and Voting 1023. Share Transfer Restrictions 5324. Shareholders' Agreements and Voting Trusts 9525. Transfers of Securities_______________________________________________________113

V

SUMMARY OF CONTENTS

Chapter Page26. Dividends and Distributions 12727. Repurchase and Redemption of Securities 13428. Examination of Books and Records 14229. Amendments of Articles of Incorporation 14930. Mergers and Share Exchanges 16231. Sales of Assets and of Business 21932. Appraisal Remedy ------- 24133. Dissolution 24834. Foreign Corporations --- 26535. Professional COrporations ------ 28536. S Corporations ------------ 32637. Alien Business Organizations and Domesticated Non-U.S.

Corporations 35538. Fictitious Names --------- 36039. Opinions of Counsel ~-------------------- 369

DIVISION V. NONPROFIT CORPORATIONS40. In General________________________________________________________________________37441. Incorporation Procedures and Forms 38642. Annual Meetings and Annual Report_________________________________42943. Special Meetings --------- 44044. Amendments and Changes 45345. Dissolution, Reincorporation, Merger and Foreign Corpora-

tions 46046. Miscellaneous -------------- 484

DIVISION VI. BUSINESS TRUST AND OTHERENTITIES

47. Business Trusts ----------- 500

Table of Statutes ------------- 513Table of Court Rules ------- 519Index 521

VI

TABLE OF CONTENTS

Volume 1DIVISION I. INTRODUCTION

CH.APrER 1. CHOICE OF FORM OF ORGANIZATIONSec.1.1 Available Forms-Generally.1.2 Proprietorships.1.3 Joint Ventures and Syndicates.1.4 Partnerships, Limited Partnerships and Corporations Compared.1.5 Informality, Privacy and Cost Factors.1.6 Income Taxation as a Factor.1.7 Securities Laws as a Factor.1.8 Checklist for Selection of Business Form.1.9 Checklist for Initial Meeting With New Business Client.

DIVISION II. GENERAL PARTNERSHIPS

CHAPTER 2. INTRODUCTION TO GENERAL PARTNERSHIPS

2.1 In General.2.2 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.

B. THE PARTNERSHIP AGREEMENT-BASIC FORMS

3.11 Introductory Comment.3.12 Checklist for Drafting Partnership Agreements.3.13 Simple Partnership Agreement.3.14 Another Basic Partnership Agreement.3.15 Another Simple Partnership Agreement.

vn

TABLE OF CONTENTS

Sec.3.16 Basic General Partnership Agreement-Option as to Whether Additional

Capital Can Be Demanded of Partners-Special Partnership ProfitDistribution Provisions.

3.17 Basic General Partnership Agreement CALI-ABAForm).3.18 Basic General Partnership Agreement-Special Dissolution Provisions-

Agency Provisions-Partners Not to Engage in Other Businesses.3.19 Commercial Partnership With Three Partners With an Option to Pur-

chase on the Death, Retirement or Expulsion of a Partner-Buy-SellProvisions-Future Capital Payments Agreed to-Reserve Fund-Dis-charge of Partner's Private Debts-Non Competition Clause-Expul-sion Clause.

3.20 Partnership for the Construction and Sale of a Building.3.21 Medical Partnership Agreement-Prior Partnership Profit and Loss Pro-

vision-Special Automobile Provision.

C. THE PARTNERSHIP AGREEMENT-OTHER FORMS

3.51 Sophisticated Partnership Agreement-Alternate Purpose Clauses-Buy-Sell Agreement.

3.52 Commercial Partnership With Three Partners With. an Option to Pur-chase on the Death, Retirement or Expulsion of a Partner.

3.53 Professional Partnership Agreement.3.54 Law Partnership Agreement-Senior Partner Contributes Going Prac-

tice-Junior Partner to Buy Senior Partner Out-Special Work Com-mitments.

3.55 Partnership Agreement for Law Firm of Three Partners-Buy-Sell Provi-sions-Special Dissolution Provisions-Special Voting Provisions-Spe-cial Partner Duties-Special Management Provisions.

3.56 __ Interest Paid on Capital Contribution-Special Prohibitions onPartner Actions-Special Provisions Re Use of Partners' Assets-Partners May Not Have Other Businesses.

3.57 Partnership Agreement for Law Firm of More Than Four Partners-Comprehensive Form.

3.58 Partnership Agreement for Real Estate.

D. OPTIONAL CLAUSES FOR PARTNERSHIP AGREEMENTS

3.80 Identification of Parties.3.81 Partnership Name.3.82 Duration of Partnership.3.83 Capital Contributions of Partners.3.84 Advances by Partners to Partnership.3.85 Allocation of Partnership Profits, Surplus and Losses.3.86 Limitations of Authority of Partners.3.87 Participation in Management of the Partnership Business.3.88 Admission of New Partners.3.89 Duties of Partners.3.90 Compensation of Partners.3.91 Books, Records and Accounts.3.92 Fiduciary Duties of Partners.3.93 Partnership Property.

VIII

TABLE OF CONTENTS

Sec.3.94 Assignment of Partners' Interests in the Partnership.3.95 Dissolution of the Partnership.3.96 Winding Up the Partnership Business.

CHAPTER 4. AMENDMENTS, MODIFICATIONS ANDFUNDAMENTAL CHANGES OF THE GENERAL

PARTNERSHIP

4.1 Introductory Comment.4.2 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.5.2 __ Another Form.5.3 Dissolution Agreement.

CHAPTER 6. NOTICES

6.1 Introductory Comment.6.2 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 Partner-

ship 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

7.1 Introductory Comment.7.2 Fictitious Name Registration Packet-State Form.

. CHAPTER 8. JOINT VENTURES

8.1 Introductory Comment.8.2 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

TABLE OF CONTENTS

Sec.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

10.1 Introductory Comment. .10.2 Formation of a Limited Partnership-State Instructions and Certificate.10.3 General Form for Certificate of Limited Partnership.10.4 Optional Provisions for Certificate of Limited Partnership.10.5 Affidavit of Capital Contributions-State Form.10.6 Acceptance of Appointment as Registered Agent.10.7 Supplemental Affidavit of Capital Contributions for Florida Limited

Partnership.10.8 Limited Partnership Statement of Charge of Registered Office or Regis-

tered Agent or Both.10.9 Schedule of Filing Fees.

CHAPTER 11. AMENDMENT OF THE CERTIFICATE OFLIMITED PARTNERSHIP

11.1 General Form for Amending Certificate of Limited Partnership.

CHAPTER 12. CANCELLATION OF THE CERTIFICATE OFLIMITED PARTNERSHIP

12.1 Introductory Comment.12.2 Cancellation of a Limited Partnership-State Instructions.12.3 General Form for Cancellation of Certificate of Limited Partnership.

CHAPTER 13. OPERATION OF THE LIMITED PARTNERSHIP

13.1 Limited Partnership Annual Report-State Form.13.2 Application for Reinstatement of Limited Partnership.13.3 Assignment of Limited Partner's Interest in Partnership.13.4 Consent to Assignee Becoming a Substituted Limited Partner.

CHAPTER 14. THE LIMITED PARTNERSHIP AGREEMENT

14.1 Introductory Comment.14.2 Limited Partnership Agreement-General Form.14.3 __ Another Form.

CHAPTER 15. FOREIGN LIMITED PARTNERSHIPS

15.1 Introductory Comment.15.2 Application by Foreign Limited Partnership for Authorization to Trans-

act Business in Florida, and Instruction Sheet-State Form.15.3 State Instruction Sheet for Amending Application for Registration of

Foreign Limited Partnership.15.4 Supplemental Affidavit of Capital Contributions for Foreign Limited

Partnership.x

Sec.16.116.216.316.416.516.616.716.816.916.1016.1116.1216.1316.1416.1516.1616.1716.1816.1916.20

17.117.217.317.417.517.617.717.817.917.1017.1117.1217.1317.1417.1517.1617.1717.1817.1917.2017.2117.2217.23

TABLE OF CONTENTS

DIVISION IV. CORPORATIONS

CHAPTER 16. CHECKLISTS AND AIDS

Introductory Comment.Corporation Directory.Corporation Status Sheet.Checklist I-Incorporation.Checklist II-Organizational Meeting.Checklist ill-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 ill-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 ChecklistsList of State Promulgated Forms and Instructions. .

CHAPTER 17. FORMATION OF CORPORATIONS-MISCELLANEOUS FORMS

Introductory Comment.Engagement Letter to Client.Agreement to Form Corporation.__ Another Form.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.__ Another Form.Ratification of Organizational Meeting.Bank Signature Card and Corporate Resolution Opening Bank Account.

XI

TABLE OF CONTENTS

Sec.17.24 IRS Form SS-4-Application for Employer Identification Number.17.25 Letter to IRS to File Form SS-4.17.26 Letter to Client After Incorporation.17.27 Employee's Request for Reimbursement From Corporation.17.28 Letter to Client re Transfer of Business.17.29 Assignment and Bill of Sale to Corporation.17.30 Unsecured Promissory Note From Corporation.17.31 Assignment of Rights by Incorporators.17.32 Promissory Note From Corporation.17.33 Assignment of Lease.17.34 Employment Agreement.17.35 Bill for Incorporation.

CHAPTER 18. ARTICLES OF INCORPORATION

A. IN GENERAL

18.1 Certificate of Incorporation-State Form.18.2 Articles of Incorporation-Minimum Form; With Optional Clauses.18.3 __ Basic Form With Acceptance by Registered Agent.18.4 __ State Form With Instructions.18.5 __ Another Form.

18.5018.5118.5218.5318.5418.5518.5618.5718.58'18.5918.6018.6118.6218.6318.6418.65

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.

C. OPTIONAL CLAUSES-POWERS

18.100 In General.18.101 Powers.18.102 Limitations.

XII

TABLE OF CONTENTS

D. OTHER OPTIONAL CLAUSES FOR ARTICLES OFINCORPORATION

Sec.18.150 Indemnification-Short Form.18.151 __ Another Short Form.18.152 __ Long Form.18.153 Preemptive Rights-Short Form.18.154 __ Long Form.18.155 Share Transfer Restrictions.18.156 Rights of Initial Directors.18.157 Bylaws Clause.18.158 __ Clause for Change by Shareholders.18.159 Commencement of Corporate Existence-Upon Signing.18.160 __ On Certain Date.18.161 Voting of Shares.18.162 Consideration for Shares, Repurchase of Shares, and Similar Matters.18.163 Cumulative Voting.18.164 __ Another Clause.18.165 Quorum Requirements for Shareholders Meeting.

, CHAPTER 19. BYLAWS

A. IN GENERAL

19.1 Introductory Comment.19.2 Bylaws-Standard Form.19.3 __ Another Form.19.4 Amendment to Bylaws.19.5 Emergency Bylaws.

B. OPTIONAL CLAUSES FOR BYLAWS

19.50 Establishment of Record Date for Shareholder Voting.19.51 Order of Business at Shareholders Meeting.19.52 Multiple Votes Per Share.19.53 Number and Qualifications of Directors.19.54 Number and Qualifications of Classified Directors.19.55 Cumulative Voting.19.56 Removal of Directors.19.57 Shares in Hands of Trustees or Representatives.19.58 Shares Held by Pledgee.19.59 Shares Held by Another Corporation.19.60 Quorum of Directors.19.61 Voting by Directors.19.62 Suspension of Officers.19.63 Power to Vote Shares Owned by Corporation.19.64 Chairman of the Board of Directors.19.65 Indemnification.19.66 Reliance on Corporate Records.

XIII

: I

Sec.20.120.220.320.420.520.620.720.820.920.1020.1120.1220.1320.14

20.5020.5120.5220.5320.5420.5520.5620.5720.5820.5920.6020.6120.62

20.6320.6420.6520.6620.6720.6820.6920.7020.7120.7220.7320.7420.7520.7620.77

TABLE OF CONTENTS

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).__ Another Form.Share Certificate-Statements re Redeemable Shares.__ Statements re Convertible Shares.__ Legend re Restriction on Transfer.__ Legend re 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.__ Another Form.__ 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

TABLE OF CONTENTS

Sec.20.78 Call Provision.20.79 Convertible Subordinated Debenture.

21.121.221.321.421.521.6

22.122.222.322.422.522.622.722.822.922.1022.1122.1222.1322.1422.1522.1622.1722.1822.1922.20

22.2122.2222.2322.2422.2522.2622.2722.2822.2922.30

Volume 2

DIVISION IV. 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

22.31

Introductory Comment.Notice of Regular or Special Meeting.Notice Containing Statement of Purposes.Minutes of Regular Meeting.Minutes of Special Meeting.__ Another Form.Minutes of Annual Meeting, With Call and Waiver and Ratification.Waiver of Notice.Consent to Act Without Meeting.__ Another Form.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

Sec.22.3222.3322.3422.3522.3622.3722.3822.3922.4022.4122.4222.4322.4422.4522.4622.4722.4822.49

22.5022.5122.5222.5322.5422.5522.5622.5722.5822.5922.6022.6122.6222.6322.6422.6522.6622.6722.6822.6922.7022.7122.7222.7322.7422.7522.7622.7722.7822.7922.8022.81

TABLE OF CONTENTS

__ 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.

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TABLE OF CONTENTS

Sec.22.82 __ Investment Broker Account.22.83 __ Registered Agent and Office.22.84 __ Salary Changes.22.85 __ Bonuses to Employees.22.86 __ Profit Sharing Plan Adopted.22.87 __ Pension Plan Adopted.22.88 __ Plan Consultant22.89 __ Contribution to Profit Sharing Plan.22.90 __ Contribution to Pension Plan.22.91 __ Dividends.22.92 __ Loans to Officers.22.93 __ Resignation.22.94 __ Removal.22.95 __ Election to Fill Vacancy.22.96 __ Major Purchases.22.97 Ratification of Actions Following Reinstatement.

CHAPTER 23. SHARE TRANSFER RESTRICTIONS

23.1 Introductory Comment.23.2 Checklist-Transfer Restrictions in Shareholders' Agreements.23.3 Drafting Considerations.23.4 Bylaw-Limitation on Sale of Shares.23.5 __ Limitation on Sale or Transfer of Shares.23.6 __ Limitation on Transfer of Shares; Option to Corporation.23.7 __ Limitation on Transfer of Shares; Option to Corporation and

Shareholders.23.8 Option Agreement Between Corporation and Shareholders.23.9 Resolution Authorizing Corporation to Enter Buy-Sell Agreement With

Shareholders.23.10 Buy-Sell Agreement Between Corporation and Shareholders.23.11 Buy-Sell Agreement Among Shareholders Funded by Life Insurance.23.12 Buy-Sell Agreement for Professional Corporation Guaranteed by Share-

holders.23.13 Sale of Shares to Employee With Option to Repurchase Upon Employ-

ee's Death.23.14 Notations of Restriction on Certificate.23.15 Alternative Valuation Clauses.

CHAPTER 24. SHAREHOLDERS' AGREEMENTS AND VOTINGTRUSTS

24.1 Introductory Comment.24.2 Drafting Techniques.24.3 Shareholders' Pooling Agreement.24.4 Voting Trust Agreement.24.5 __ Another Form.24.6 Voting Trust Certificate for Common Shares.24.7 Voting Trust Certificate-Another Form.24.8 __ Another Form.24.9 Voting Trusts-Miscellaneous Provisions.

xvn

Sec.24.1024.1124.12

25.125.225.325.425.5

25.6

25.725.825.925.1025.11

25.1225.1325.1425.15

26.126.226.326.426.526.6

26.726.826.926.1026.1126.1226.1326.14

26.15

27.127.227.3

TABLE OF CONTENTS

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

Introductory Comment.Assignment of Share Certificate.Gift to Minor.Statement of Right to Lien.Notice of Loss, Destruction or Wrongful Taking and Request for Issu-

ance 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 DISTRffiUTIONS

Introductory Comment.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 Sur-

plus.Notice of Source of Payment of Cumulative Dividend.

CHAPTER 27. REPURCHASE AND REDEMPTION OFSECURITIES

Introductory Comment.Resolution Cancelling Treasury Shares.Descriptions of Redemption and Conversion Rights.

XVIII

28.128.228.328.428.528.628.728.8

TABLE OF CONTENTS

Sec.27.427.527.627.7

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 Previ-

ously Transferred From Surplus. .Resolution Creating Reserve Out of Earned Surplus.Resolution Eliminating Reserve and Restoring Amount to Earned Sur-

plus.

27.827.9

CHAPTER 28. EXAMINATION OF BOOKS AND RECORDS

Introductory Comment.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 OFINCORPORATION

29.129.229.329.429.529.629.729.829.929.1029.1129.1229.1329.1429.15

Introductory Comment.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.__ Another Form.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

30.130.230.330.430.530.630.730.8

Introductory Comment.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

30.9

TABLE OF CONTENTS

Sec.30.10 Miscellaneous Provisions in Plan of Merger.30.11 Articles of Merger [of Domestic and Foreign Corporations].30.12 "B" Reorganization-Acquisition by Purchase of Shares.30.13 Agreement to Register Shares Received in "B" Reorganization.30.14 "C" Reorganization--Acquisition of Assets for Stock.30.15 Resolution of Directors Merging Subsidiary Corporation.30.16 Notice to Minority Shareholders of Former Subsidiary.

31.131.231.331.431.531.6

31.7

31.8

32.132.232.332.432.532.632.732.832.932.10

33.133.233.333.433.533.633.733.833.933.1033.1133.1233.1333.1433.15

CHAPTER 31. SALES OF ASSETS AND OF BUSINESS

Introductory Comment.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 Corpo-

rate Assets.Authorization to Sell All Assets by Shareholders on Terms Established

by the Directors.Resolution Abandoning Sale.

CHAPTER 32. APPRAISAL REMEDY

Introductory Comment.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

Introductory Comment.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.

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Sec.33.16 Application for Reinstatement.33.17 Allegations in Petition for Appointment of Receiver by Shareholder.33.18 Form for Creditor Complaint for Involuntary Dissolution.33.19 Form for Order Requiring Filing of Claims.33.20 Form for Creditor's Proof of Claim.33.21 Clause in Decree of Involuntary Dissolution.

34.134.2

34.334.434.5

34.634.7

34.834.934.1034.1134.12

35.135.235.335.435.535.635.735.835.935.1035.1135.12

36.136.236.336.436.536.636.7

CHAPTER 34. FOREIGN CORPORATIONS

Introductory Comment.Application for Registration of a Foreign Corporation Name-State

Form.__ Another Form.Renewal Application for Foreign Name Registration.Application for Certificate of Authority of Foreign Corporation-State

Form, With Instructions.__ Another Form.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.__ Another 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

Introductory Comment.Tax Considerations.Selected Law Review Articles.Articles or 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 2553.Consent of Shareholders to SElection.Revocation of Election.Trust Election.Revocation of Trust Election.

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Sec.36.8 Election to Have Items Assigned to Each Short Taxable Year Under

Normal Tax Accounting Rules.36.9 Election to Have a Stockholder's Termination Result in Two Tax Year

Type Accounting Periods.36.10 Revocation by Violation.36.11 Notice of Termination of Election.36.12 Stockholder Agreement to Preserve the SElection.

CHAPTER 37. ALIEN BUSINESS ORGANIZATIONS ANDDOMESTICATED NON-U.S. CORPORATIONS

37.1 Introductory Comment.37.2 List of State Promulgated Forms and Instructions.37.3 Certificate Designating Place of Business-State Form.37.4 Statement of Change of Registered Office or Registered Agent, or Both,

for Alien Business Organization-State Form.37.5 Certificate of Domestication-State Form.

CHAPTER 38. FICTITIOUS NAMES

38.1 Introductory Comment.38.2 Fictitious Name Registration Packet-State Form.

CHAPTER 39. OPINIONS OF COUNSEL

39.1 Introductory Comment.39.2 Standard Recitations.39.3 Response to Auditor's Request for Information.

DIVISION V. NONPROFIT CORPORATIONS

CHAPTER 40. IN GENERAL

40.1 Scope.40.2 Introductory Comments.40.3 Structure of Nonprofit Corporations.40.4 Procedure to Form Nonprofit Corporation.40.5 Annual Report.40.6 Stock vs. Nonstock.40.7 Charitable Solicitation Laws.40.8 Federal Tax-Exempt Status.40.9 State and Local Tax-Exempt Status.40.10 Selected Books and Periodicals.40.11 Practical Hints and Procedures.40.12 List of State Promulgated Forms and Instructions.

CHAPTER 41. INCORPORATION PROCEDURES AND FORMS

41.1 Steps of Incorporation-Generally.41.2 Incorporation Checklist.41.3 Incorporation Worksheet.41.4 Articles of Incorporation-Generally.

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Sec.41.541.641.741.841.941.1041.1141.1241.1341.1441.1541.1641.1741.1841.1941.2041.2141.2241.23

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__ 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 General.__ Call and Waiver of Notice.__ Minutes.__ Ratification.__ Standard Resolutions.

Optional Resolutions.

CHAPTER 42. ANNUAL MEETINGS AND ANNUAL REPORT

42.1 Introductory Comment.42.2 Checklist.42.3 Worksheet.42.4 Notice of Annual Meeting of Members.42.5 Call and Waiver of Notice of Annual Meeting of Members.42.6 Minutes of Annual Meeting of Members.42.7 Ratification of Annual Meeting of Members.42.8 Notice of Annual Meeting of Trustees.42.9 Call and Waiver of Notice of Annual Meeting of Trustees.42.10 Minutes of Annual Meeting of Trustees.42.11 Ratification of Annual Meeting of Trustees.42.12 Annual Report to State.

CHAPTER 43. SPECIAL MEETINGS

43.1 Checklist.43.2 Worksheet.43.3 Notice of Special Meeting of Members.43.4 Call and Waiver of Notice of Special Meeting of Members.43.5 Minutes of Special Meeting of Members.43.6 Ratification of Special Meeting of Members.43.7 Notice of Special Meeting of Trustees.43.8 Call and Waiver of Notice of Special Meeting of Trustees.43.9 Minutes of Special Meeting of Trustees.43.10 Ratification of Special Meeting of Trustees.43.11 Written Action in Lieu of Meeting-In General.43.12 By Members.43.13 __ By Trustees.

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Sec.43.14 __ By Members and Trustees, Jointly.43.15 Resolution Clauses.

CHAPTER 44. AMENDMENTS AND CHANGES

44.1 Amendment to Articles of Incorporation-In General.44.2 Articles of Amendment to Articles of Incorporation-General Form.

44.3 __ State Form.44.4 Amendment to Bylaws-In General.44.5 __ General Form.44.6 Change of Registered Office or Agent-In General.44.7 Amendment to Articles of Incorporation-To Add Clauses Required by

Internal Revenue Service.

cHAPTER 45. DISSOLUTION, REINCORPORATION, MERGERAND FOREIGN CORPORATIONS

45.1 Dissolution-In General.45.2 __ State Instructions.45.3 Engagement Letter to Client to Dissolve Corporation.45.4 Petition" for Dissolution.45.5 Order to Publish Notice.45.6 Notice of Dissolution.45.7 Letter to Newspaper to Publish Notice.45.8 Letter to Client With Notice.45.9 Final Judgment of Dissolution.45.10 Letter to Client With Judgment.45.11 Reincorporation-In General.45.12 Certificate of Reincorporation and Articles of Reincorporation-General

Form.45.13 Certificate of Reincorporation-State Form.45.14 Merger-In General.45.15 Articles of Merger.45.16 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.46.2 Authentication of Minute Book.46.3 Table of Contents of Minute Book.46.4 Membership Register.46.5 Membership Certificate-General Form.46.6 Engagement Letter to Client.46.7 Letter to Client With Copy of Filed Articles.46.8 Letter to Client After Incorporation.46.9 Corporation Directory.46.10 Corporation Status Sheet.46.11 Pledge Agreement.46.12 Lease for a $1 a Year.46.13 Employment Agreement.

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Sec.46.14 Resignation.46.15 Attorney's Response to Auditor's Request for Information.

DIVISION VI. BUSINESS TRUST AND OTHERENTITIES

CHAPTER 47. BUSINESS TRUSTS

47.1 Introductory Comment.47.2 General Business Trust Declaration.

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