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PART II
Appendices
APPENDIX A Special Power of Attorney . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
APPENDIX B Application for Certificate of Assumed Name (with cover letter). . . . . . . . . . . . . . . . 3
APPENDIX C Application for Federal Employer Identification Number . . . . . . . . . . . . . . . . . . . . . 5
APPENDIX D Statement of Partnership Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
APPENDIX E Limited Partnership Certificate (with cover letter) . . . . . . . . . . . . . . . . . . . . . . . . . . 7
APPENDIX F Limited Liability Partnership Statement of Qualification . . . . . . . . . . . . . . . . . . . . . 9
APPENDIX G Articles of Organization (with cover letter). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
APPENDIX H Form 2553 (with cover letter) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
APPENDIX I Articles of Incorporation (with cover letter) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
APPENDIX J(a) Unanimous Writing in Lieu of Annual Meeting of Shareholders . . . . . . . . . . . . . . . . 18
APPENDIX J(b) Unanimous Writing in Lieu of Annual Meeting of the Board of Directors . . . . . . . . 19
APPENDIX K Unanimous Writing in Lieu of Meeting of the Board of Directors Approving
Bank Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
APPENDIX L Articles of Merger and Plan of Merger (with cover letter). . . . . . . . . . . . . . . . . . . . . 21
APPENDIX M Application for Certificate of Authority (with cover letter) . . . . . . . . . . . . . . . . . . . . 23
APPENDIX N(a) Articles of Dissolution (with cover letter) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
APPENDIX N(b) Statement of Intent to Dissolve . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
APPENDIX O Employment Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
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© 2013 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as permitted
in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.
APPENDIX A
Special Power of Attorney
SPECIAL POWER OF ATTORNEY
I, Bradley Steven Harris, the undersigned, of 1753 Oakland Drive, Pine City,
[home state], hereby make, constitute, and appoint Cynthia Ann Lund, of 4827
Willow Drive, Kenwood, [home state], to be my attorney in fact to act in my
place and stead with regard to all matters relating to my computer repair and
consulting business, referred to as Cutting Edge Computer Repair, Inc.
The rights, powers, and authority hereby given to my attorney in fact to act on
my behalf shall commence and be in full force and effect on ________________
[current date], and shall remain in full force and effect until _________________
[date six months in the future], or unless specifically extended or rescinded
earlier by either party.
Dated:
________________________________
Bradley Steven Harris
[Acknowledgment]
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© 2013 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as permitted
in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.
APPENDIX B
Application for Certificate of Assumed Name
IT IS HEREBY CERTIFIED:
1. The undersigned is, or will be, transacting business at 1753 Oakland Drive,
Pine City, [Home State] 33221 under the assumed name of Cutting Edge
Computer Repair.
2. The real name of the undersigned is Bradley Steven Harris, and the residence
address of the undersigned is at 1753 Oakland Drive, Pine City, [Home State]
33221.
3. The undersigned is of full age, and no other person is interested as a partner,
part owner, or otherwise in the business or the conduct of it.
4. The nature of the business is computer repair.
This certificate is executed and filed pursuant to [cite statute], relating to
the conduct of business under an assumed name, and notice of the assumed
name will be published in accordance with [cite statute].
Dated: ________________________________
Bradley Steven Harris
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© 2013 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as permitted
in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.
PART II Appendices
Cover Letter
ABRAHAMS & BENSON, PLLC
ATTORNEYS AT LAW
4759 Main Street
Pine City, [Home State] 33221
612-555-2468
[Date]
Business Services Division
Office of the Secretary of State
[Home Town], [Home State] 33221
Re: Certificate of Assumed Name
Cutting Edge Computer Repair
Dear Sir or Madam:
Please file the enclosed Application for Certificate of Assumed Name for the name
Cutting Edge Computer Repair pursuant to of the
Statutes. I am enclosing a check in the amount of $ for your filing fee.
If you have any questions, please feel free to call me at .
Sincerely,
[Student]
Paralegal
Enclosures
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© 2013 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as permitted
in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.
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APPENDIX C
Application for Federal Employer Identification Number
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© 2013 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as permitted
in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.
APPENDIX D
Statement of Partnership Authority
1. Partnership name
Cutting Edge Partners
2. Partnership state of domicile
[Home State]
3. Complete address of the partnership’s principal place of business:
1753 Oakland Drive
Pine City, [Home State], 33221
4. Full names and complete addresses of all partners:
Bradley Steven Harris, 1753 Oakland Drive, Pine City, [Home State] 33221
(Name of Partner and address)
Cynthia Ann Lund, 4827 Willow Drive, Kenwood, [Home State] 33221
(Name of Partner and address)
(Name of Partner and address)
(Name of Partner and address)
5. Name and street address of a person or entity authorized to act as the
partnership’s agent for service of process in this state:
Bradley Steven Harris
(Name of Registered Agent)
1753 Oakland Drive, Pine City, [Home State] 33221
(Complete street address)
And
Names of specific partners who are authorized to transfer partnership real estate:
Bradley Steven Harris or Cynthia Ann Lund
List the nature of any restrictions, expansions, or other specific grants of
authority on any partner’s authority: (Use attachment if necessary)
Cynthia Ann Lund is hereby authorized to enter into a lease agreement for office space
on behalf of Cutting Edge Partners. Her signature alone will bind the partnership in
such a lease agreement.
I certify that I am a partner authorized to sign this document on behalf of this
partner under state statutes.
Bradley Steven Harris
(Signature of partner)
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© 2013 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as permitted
in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.
APPENDIX E
Limited Partnership Certificate
LIMITED PARTNERSHIP CERTIFICATE
1. The name of the limited partnership is Cutting Edge Limited Partnership.
2. The office address of the principal place of business of the limited partnership is:
1753 Oakland Drive
Pine City, [Home State] 33221.
3. The name and office address of the agent for service of process are:
Bradley Steven Harris
1753 Oakland Drive
Pine City, [Home State] 33221.
4. The name and business address of each general partner are as follows:
:sserddA:emaN
Bradley Steven Harris 1753 Oakland Drive
Pine City, [Home State] 33221
5. The latest date upon which the limited partnership is to dissolve is May 1, 2020.
Signed this day of ,20 .
______________________________
Bradley Steven Harris
General Partner
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© 2013 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as permitted
in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.
PART II Appendices
Cover Letter
ABRAHAMS & BENSON, PLLC
ATTORNEYS AT LAW
4759 Main Street
Pine City, [Home State] 33221
612-555-2468
[Date]
Business Services Division
Office of the Secretary of State
[Home Town], [Home State] 33221
Re: Cutting Edge Limited Partnership
Dear Sir or Madam:
Please file the enclosed Limited Partnership Certificate to form a limited partnership
pursuant to of the Statutes. I am enclosing a check in the
amount of $ for your filing fee.
If you have any questions, please feel free to call me at .
Sincerely,
[Student]
Paralegal
Enclosures
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© 2013 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as permitted
in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.
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APPENDIX F
Limited Liability Partnership
Statement of Qualification
1. The name of the partnership is:
Cutting Edge Limited Liability Partnership
2. The address of the partnership’s chief executive office is:
1753 Oakland Drive
Pine City, [Home State] 33221
3. Office of the partnership located within this state:
[Same]
4. The name and address of the partnership’s agent for service of process located
within
to Section ____________ of the ____________ State Statutes.
this state. P.O. Box numbers are not acceptable.
Bradley Steven Harris
1753 Oakland Drive
Pine City, [Home State] 33221
5. The partnership elects to be a limited liability partnership pursuant
6. The effective date of this filing, if different from the date of filing, is:
_________________.
7. I certify that I am a partner authorized to sign this document on behalf of this
partnership.
_____________________________________ __________________________________
rentrap a fo erutangiSrentrap a fo erutangiS
Partner Name: Bradley Steven Harris Partner Name: Cynthia Ann Lund
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© 2013 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as permitted
in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.
PART II Appendices
Cover Letter
ABRAHAMS & BENSON, PLLC
ATTORNEYS AT LAW
4759 Main Street
Pine City, [Home State] 33221
612-555-2468
[Date]
Business Services Division
Office of the Secretary of State
[Home Town], [Home State] 33221
Re: Cutting Edge Partnership
Dear Sir or Madam:
Enclosed for filing you will find a Limited Liability Partnership Statement of
Qualification to elect limited liability status for Cutting Edge Partnership,
pursuant to Section __ of the _____________ Statutes. Also enclosed is your
check in the amount of $____________ for your filing fee.
If you have any questions, please call me at _______________.
Sincerely,
[Student]
Paralegal
Enclosures
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© 2013 Cengage Learning. All Rights Reserved. May not be copied, scanned, or duplicated, in whole or in part, except for use as permitted
in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.
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