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Organization TypeLaw Firm
Years of Experience
Date Last Verified
ProfileParalegal - Corporate Transactions and Securities The candidate will be responsible for: Preparing basic organizational documents for profit corporations, non-profit corporations, limited liability companies, and limited partnerships; Preparing board resolutions calling the meeting; preparing meeting notices, first draft of proxy statement/proxy card, and letter to shareholders; preparing ballots and certificate of inspector of election; and preparing first draft of shareholder meeting minutes. Dealing with the Secretary of State of Ohio and other states in regard to formation and changes to business organizations. Obtaining tax identification number and preparing other basic IRS forms for new entities (Subchapter "S" election; Form 8832, Entity Classification Election); Maintaining and assembling original and duplicate minute books and prepare correspondence to the client; Preparing forms to qualify corporations, limited liability companies, limited partnerships and other business entities in foreign jurisdictions; Preparing basic forms and resolutions to amend the charter documents for corporations, limited liability companies, and limited partnerships; Preparing basic forms and resolutions to dissolve the charters of corporations, limited liability companies and limited partnerships; Preparing name protection documentation, including name reservations, trade name reports, fictitious name reports, and state trade mark / service mark applications; Preparing statutory agent update forms, including subsequent appointment of agent, change of agent address, and agent resignation; Preparing reinstatement forms for Ohio non-profit corporations canceled for failure to file its Statement of Continued Existence; Preparing reinstatement forms for Ohio professional corporations canceled for failure to file its Biennial Report; and Preparing reinstatement forms for Ohio limited liability partnerships canceled for failure to file its Biennial Report; and Drafting, editing and otherwise assisting in the preparation of legal documents and correspondence,; and Preparing applications, submissions and filings for governmental consents and approvals of transactions; and, Basic statutory, legal and factual research. Preparing basic transactional documents including: Buy-Sell (Shareholder) Agreements; stock and asset purchase agreements, including disclosure schedules; assignment and assumption agreements; bills of sale; stock powers and lost stock affidavits; certificates of merger and assist with the preparation of merger agreements, resolutions, etc.; Preparing basic forms, resolutions and other documents to convert entities from one form of organization to another form of organization; Obtaining and organizing due diligence documents; Preparing purchase agreement disclosure schedules; Preparing closing checklists and basic closing certificates; Organizing and attending signature and closing of transactions; review and finalizing closing documents to include appropriate schedules and exhibits; witnessing and acknowledging closing documents; Preparing closing index and closing document sets. Preparing and filing UCC-1 financing statements (state and county); Preparing and filing UCC-3 amendments (continuations, releases, assignments, terminations, etc.); and Conducting/ordering UCC lien and judgment searches of state and county records. Assisting with the preparation of state and federal securities exemption filings; and Assisting with blue sky research. Must have a four year college degree and 3+ years of experience as a Paralegal in this area. Also have familiarity with Ohio and Delaware General Corporation Law, Ohio Nonprofit Corporation Law, Ohio and Delaware Limited Liability Company Law, the Uniform Commercial Code and federal securities law.