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Law Firm
Legal Staff
Corporate - General
Min 2 yrs required
Corporate/Lending Paralegal DUTIES: Review corporation/organizational documents and determine status of entity and documents needed to bring current. Check availability and reserve corporate name, as required. Draft articles or certificates of incorporation or organization, including drafting of purpose clauses and special stock provisions for corporations. File, record, and/or publish articles, as required, and take other action required for incorporation/organization under state law. Draft incorporation/organization documents including bylaws or operating agreement; notices and minutes, or consent, of organizational meeting; stock certificates, legends, and stock ledger; and banking resolutions. Draft and file assumed name certificates. Draft and file various federal and state forms including Election by Small Business Corporation and subsequent shareholders’ consents to such election under Subchapter S; Application for Employer Identification Number; documents necessary to qualify/register as foreign entity in other states; Alabama (or other state) Privilege Tax Return corporate Shares Tax Return and Annual Report (PSA). Prepare minute books and stock books. Order corporate seals. Apply to proper licensing body when forming professional or special purpose corporations. Monitor and report changes in filing, reporting, and tax laws/regulations. Draft and file documents to amend articles of incorporation or organization. Prepare amendments to Corporate Bylaws or Operating Agreement. Prepare and file annual reports. Draft special minutes for corporate activities requiring the approval of shareholders and/or directors. Maintain tickler system for annual meetings and draft documents for such meetings including notices, affidavits of mailing, agenda, ballots, oaths of judges of election, shareholders’ and directors’ minutes, or written consents in lieu of the above. Draft notes, mortgages, deeds of trust, and other documents, and take other actions for the purpose of securing loans. Prepare and file financing statements with state and county offices. Perform UCC checks on debtors with state and county offices. Prepare stock powers, state and federal gift tax returns, and otherwise handle stock transfers. Assist with liquidations and dissolutions including: Draft plans and/or resolutions of liquidation or dissolution. Draft and file articles of dissolution or other required state forms to effect dissolutions. Draft and file state and federal tax liquidation or dissolution forms. Draft documents in connection with the distribution of corporate assets. Check availability and reserve corporate name, as required. Draft and file qualification and/or registration papers and take other action required for qualification or registration. Draft and file various documents including annual reports, amendments to qualification/registration papers or documents, and withdrawal papers. Prepare drafts of merger or purchase agreements. Obtain certified copies of corporate status documents as required. Participate in due diligence investigation and maintain files and indices of documents produced in connection therewith. Draft closing checklists and closing memorandum. Obtain consents to assignments, releases, and signatures on consent resolutions and other documents as appropriate. Draft appropriate certificates and other closing documents. Manage assembly and execution of documents at closing. Prepare closing files and bound volumes. Prepare and file financing statements, UCC agreements or amendments, and related documents. Draft partnership agreements or portions thereof. Draft and file certificate of limited partnership. Draft and file trade name documents and take other required statutory action. Draft and/or file various other documents including amendments to partnership agreements, certificates of amendment to certificates of partnership, amended trade name documents, certificates of cancellation of certificates of limited partnership, and trade name withdrawals. Research and analyze law sources such as statutes, recorded judicial decisions, legal articles, treaties, constitutions, and legal codes. Prepare legal documents, such as briefs, pleadings, appeals, wills, contracts, initial and amended articles of incorporation, stock certificates and other securities, buy-sell agreements, closing papers and binders, deeds, and trust instruments for review, approval, and use by attorney. Appraise and inventory real and personal property for estate planning. Investigate facts and law of case to determine causes of action and to prepare case accordingly. Prepare affidavits or other documents, maintain document file, and file pleadings with court clerk. Arbitrate disputes between parties and assist in real estate closing process. Call upon witnesses to testify at hearing. Direct and coordinate delivery of subpoenas. Assist attorneys at trial.
Qualification and Experience
Qualifications: Minimum two-year degree in paralegal studies or NALA (National Association of Legal Assistants) certification is required. Bachelor’s degree or equivalent from a four-year college or university plus paralegal certificate from an ABA accredited program and 2 years of applicable experience is preferred. Must be detail-oriented and able to handle multiple responsibilities in a fast-paced team environment, and must demonstrate excellent oral and written communication skills. A working knowledge of MS Word, Outlook, Excel, and PowerPoint is required.
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