Outline of Typical Duties of a Corporate Law Paralegal

Drafted by Linda Phillips, Lynn Biegen, Debra Castrodale and Karen Tupper. Reviewed by Ann Axelrod. Esq.

A. INCORPORATION AND ORGANIZATION OF CORPORATIONS
(Profit, Nonprofit, Close and Professional)

  1. Check name availability and reserve corporate name.
  2. Draft articles or certificate of incorporation, including drafting of purpose clauses and special stock provisions, for attorney review.
  3. File articles, and record or publish same, as required, and take other action.
  4. Draft, for attorney review, organizational documents, including:
    1. Bylaws,
    2. Notice and minutes, or consent, of organizational meeting,
    3. Subscription agreements,
    4. Investment letters,
    5. Stock certificates and legends,
    6. Banking resolutions, and
    7. Documents necessary to qualify as foreign corporation in other states.
  5. Draft for attorney review and file any assumed name certificates.
  6. Draft for attorney review and file Certificates of Designation for Preferred Stock issuance.
  7. Order minute book, stock book and seal.

 

B. FORMATION OF LIMITED LIABILITY COMPANIES

  1. Check name availability and reserve business name.
  2. Draft Articles of Organization for attorney review.
  3. Draft operating agreement for attorney review.
  4. Draft state business registration, for attorney review, if business will have employees or sell goods for which sales tax must be collected.

 

C. ONGOING CORPORATE MATTERS

  1. Draft various agreements for attorney review, if applicable, including:
    1. Employment agreements,
    2. Shareholders' agreements,
    3. Stock option plans,
    4. Option agreements,
    5. Profit sharing and pension plans,
    6. Employee benefit plans, and
    7. Health and accident plans.
  2. Draft for attorney review and file documents to amend the articles of incorporation.
  3. Prepare for attorney review and file annual reports.
  4. Draft special minutes for corporate activities requiring the approval of attorney, shareholders and/or directors.
  5. Maintain a tickler system for annual meetings and draft for attorney review, documents for such meetings, including:
    1. Notices,
    2. Proxies,
    3. Affidavits of Mailing,
    4. Agenda,
    5. Ballots,
    6. Oaths of judges of election,
    7. Shareholders and directors minutes, and
    8. Written consents in lieu of the above.
  6. For corporations authorized to do business, or with subsidiaries, in several states, compile reporting and compliance requirements for each state.
  7. Draft notes, mortgages, deeds of trust and other documents, and take other actions under direction of attorney, for the purpose of securing loans:
    1. Preparation for attorney review and filing of financing statements or security agreements and/or terminations, assignments, etc. with state and county offices, and
    2. UCC checks on debtors with state and county offices.
  8. Prepare stock powers, state and federal gift tax returns, and otherwise handle stock transfers under attorney supervision.
  9. Assist attorney with liquidation and dissolution, including:
    1. Draft plans and/or resolutions of liquidation or dissolution,
    2. Draft and file statement articles of dissolution or other required state forms to effect dissolution,
    3. Draft and file state and federal tax liquidation or dissolution forms, and
    4. Draft documents in connection with the distribution of corporate assets.
  10. Monitor compliance with abandoned property (escheat) laws and inform attorney.

 

 

D. CORPORATE MERGERS AND ACQUISITIONS/VENTURE CAPITAL TRANSACTIONS

  1. Prepare drafts of merger or purchase agreements for attorney review.
  2. Participate in due diligence investigation.
  3. Draft closing checklists and closing memorandum.
  4. Obtain consents to assignments, assignments, releases, and signatures on consent resolutions and other documents as appropriate.
  5. Draft appropriate certificates and other closing documents for attorney review.
  6. Manage assembly and execution of documents at closing.
  7. Prepare closing files and bound volumes.
  8. Prepare, file and/or record financing statements, UCC agreements or amendments, transfer of ownership, and related documents.
  9. Supervise share exchanges for public companies or several stockholders.

 

 

E. FORMATION OF GENERAL AND LIMITED PARTNERSHIPS

  1. Draft partnership agreements or portions thereof for attorney review.
  2. Draft for attorney review and file certificate of limited partnership.
  3. Draft for attorney review and/or file various other documents, including:
    1. Amendments to partnership agreements,
    2. Certificates of amendment to certificates of limited partnership, and
    3. Limited liability partnership or limited liability limited partnership registration
  4. Assist attorney in securities law aspects of limited partnership offerings including:
    1. Prepare portions of offering memoranda and subsequent amendments,
    2. Monitor distribution of offering memoranda,
    3. Research, coordinate and/or draft Blue Sky applications for exemption and prepare Blue Sky memorandum,
    4. Review purchase representation for compliance and draft corrective documents when necessary,
    5. Monitor transfer of limited partnership interests,
    6. Maintain partnership files, and
    7. Coordinate establishment of communication system for limited partners.

 

 

F. GENERAL ORGANIZATIONAL MATTERS

  1. Draft for attorney review and file various federal and state forms, if applicable, including:
    1. Election by Small Business Corporation and shareholders' consents to such election under Subchapter S, Application for Employer Identification Number,
    2. Application for Worker's Compensation,
    3. Application for Unemployment Insurance,
    4. Application for Employer Withholding Tax Registration,
    5. Application for State Sales Tax License, if applicable,
    6. Application for City Sales Tax License, if applicable, and
    7. Appropriate licenses to operate specific businesses, such as liquor, pharmaceutical, hotel.
  2. Apply to the proper licensing body when forming professional or special purpose corporations.
  3. Monitor and report to attorney changes in filing, reporting, and franchise tax laws or regulation.
  4. Draft and file trade name documents and take other required statutory action, including:
    1. Amended trade name documents, and
    2. Trade name withdrawals.

 

 

G. CONTRACTS

  1. Draft, for attorney review, specific transaction documents and documents to be used as company-wide standard, form agreements; develop, organize and update a standard form contracts bank.
  2. Conduct preliminary review of agreements used by company (to include employment, sales, service, equipment purchase/leasing, office leasing, real estate, and specialized agreements which concern specific industries).
  3. Assist in negotiations with third parties regarding vendor or customer contracts.
  4. Assist with development of contract training programs for other departments which includes "how to" information.
  5. Research contract legal issues as requested by attorney on Westlaw or at the law library and draft memoranda with results of research.

 

 

H. BUSINESS QUALIFICATIONS/REGISTRATIONS IN FOREIGN JURISDICTIONS

  1. Check availability and reserve corporate name.
  2. Draft and file application for qualification and/or registration papers and take other action required for qualification or registration, as directed by attorney.
  3. Draft for attorney review and file various documents, including:
    1. Annual reports,
    2. Amendments to qualification papers or charter documents, and
    3. Withdrawal papers.
  4. Follow up with publication or recording as required.