PAR 215 - Corporate Law Procedures

1. Discuss the theory of agency and its effects on business entities.
2. Explain the structure of and the procedures required for formation of non-corporate entities.
3. Explain the structure of and the procedures required for formation of business corporations.
4. Describe the documentation required for corporate changes: meeting minutes, amending documents, filing, and publication requirements.
5. Explain the process for qualification of corporations in foreign jurisdictions, and the formation and maintenance differences between a profit and a non-profit corporation.
6. Explain the components of corporate capitalization and differentiate between equity and debt securities; between public and private corporations and SEC controls.
7. Describe the documentation required for corporation merger, share exchange, consolidation, winding up, and dissolution of a business corporation.
8. Explain the role and responsibilities of a paralegal in the preparation of documents necessary for incorporation or the organization of other business entities.

1. Introduction to Agency Law
   1. Fiduciary responsibility
   2. Statutory regulation
   3. Application to business
2. Non-corporate Entities
   1. Sole proprietorships and general partnerships
   2. Limited liability partnership and limited partnership
   3. Limited liability companies - theory and formation
   4. Limited liability companies - management, changes, and dissolution
3. Business Corporations
   1. Formation - articles of incorporation and bylaws
   2. Procedures
      1. Meeting procedures - minutes
      2. Resolutions
      3. Actions in lieu
      4. Annual reports
4. Corporation Changes
   1. Amendments
      1. Articles
      2. Bylaws
   2. State statutes that apply
   3. Application to do business in another state
5. Forms of Corporations
   1. Foreign corporations
   2. Non-profit corporations
   3. S-corporations
   4. Close corporations
6. Financing a Public or Private Corporation
   1. Stock subscriptions
   2. Shareholder agreements
   3. Stock restrictions/exchanges
   4. Federal controls – SEC regulations on stock
   5. Dividends and distributions
7. Changes in Corporate Structure
   1. Mergers
   2. Consolidations
   3. Share exchange
   4. Winding-up
8. Dissolution
   1. Public and Private corporate dissolution
   2. Procedures and reports
   3. Continuing education for change
   4. Available resources