978-1133019145 Appendix Appendix Part 2

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APPENDIX G
Articles of Organization
ARTICLES OF ORGANIZATION
OF
CUTTING EDGE COMPUTER REPAIR, LLC
Limited Liability Company Act § _____
State of [Home State]
ARTICLE ONE
NAME OF COMPANY
The name of the Company is Cutting Edge Computer Repair, LLC.
ARTICLE TWO
DESIGNATED OFFICE
The address of the initial designated office of the Company is:
1753 Oakland Drive
Pine City, [Home State] 33221
ARTICLE THREE
AGENT FOR SERVICE OF PROCESS
The name and street address of the registered agent to receive service of
process for the Company is:
Bradley Steven Harris
1753 Oakland Drive
Pine City, [Home State] 33221
ARTICLE FOUR
ORGANIZERS
The names and street addresses of the organizers of the Company are:
Bradley Steven Harris
1753 Oakland Drive
Pine City, [Home State] 33221
Cynthia Ann Lund
4827 Willow Drive
Kenwood, [Home State] 33221
ARTICLE FIVE
PERPETUAL EXISTENCE
The Company shall not be a term company, but shall exist perpetually, until
properly dissolved under the laws of the state of [Home State].
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11
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PART II Appendices
ARTICLE SIX
COMPANY MEMBERS
The Company shall be member-managed, as that term is defined in § of
the Statutes.
In witness whereof, these Articles of Organization have been subscribed by the
undersigned organizers, who affirm the foregoing as true under the penalties of
perjury, this [date].
________________________________
Bradley Steven Harris
________________________________
Cynthia Ann Lund
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 Computer Repair, LLC
Dear Sir or Madam:
Please file the enclosed Articles of Organization to form a limited liability company
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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12
APPENDIX H
Form 2553
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13
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PART II Appendices
J
Name and address of each
shareholder or former
shareholder required to
consent to the election.
(See the instructions for
column K.)
K
Shareholders’ Consent Statement.
Under penalties of perjury, we declare that we consent to the
election of the above-named corporation to be an S corporation
under section 1362(a) and that we have examined this consent
statement, including accompanying schedules and statements,
and to the best of our knowledge and belief, it is true, correct, and
complete. We understand our consent is binding and may not be
withdrawn after the corporation has made a valid election. (Sign
and date below.)
N
Shareholder’s
tax year ends
(month and
day)
L
Stock owned or
percentage of ownership
(see instructions)
M
Social security
number or employer
identification number
(see instructions)
Date(s)
acquired
Number of
shares or
percentage
of ownership
DateSignature
Form 2553 (Rev. 12-2007) Page 2
Part I
Form 2553 (Rev. 12-2007)
Election Information (continued)
Bradley Steven Harris
2,000
(Date of
incorp.
472-84-5544 12-31
Cynthia Ann Lund
2,000
(Date of
incorp.
)
421-94-9576 12-31
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14
APPENDIX H Form 2553
Cover Letter
ABRAHAMS & BENSON, PLLC
ATTORNEYS AT LAW
4759 Main Street
Pine City, [Home State] 33221
612-555-2468
[Date]
Internal Revenue Service
Ogden, UT 84201
Re: Cutting Edge Computer Repair, Inc.
S Corporation Election
Dear Sir or Madam:
Enclosed for filing is the Election by a Small Business Corporation (Form 2553) of
Cutting Edge Computer Repair, Inc.
Cutting Edge Computer Repair, Inc. hereby elects to be treated as an S Corporation
effective . Please notify Belinda Murphy when this election is
accepted, or call with any questions you may have.
Sincerely,
[Student]
Paralegal
Enclosures
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15
APPENDIX I
Articles of Incorporation
ARTICLES OF INCORPORATION
OF
CUTTING EDGE COMPUTER REPAIR, INC.
The undersigned, acting as Incorporators of a corporation under the
____________ Business Corporation Act, adopt the following Articles of
Incorporation for such corporation:
I. NAME
The name of this Corporation is Cutting Edge Computer Repair, Inc.
II. AUTHORIZED STOCK
The number of shares that the corporation is authorized to issue is 10,000 shares
of no par value common stock.
III. INITIAL REGISTERED OFFICE AND AGENT
The name and address of the initial registered agent and office of the corporation
are as follows:
Bradley Steven Harris
1753 Oakland Drive
Pine City, [Home State] 33221
IV. INCORPORATORS
The names and addresses of the incorporators signing these Articles of
Incorporation are:
:sserddA:emaN
Bradley Steven Harris 1753 Oakland Drive
Pine City, [Home State] 33221
Cynthia Ann Lund 4827 Willow Drive
Kenwood, [Home State] 33221
IN WITNESS WHEREOF, the undersigned Incorporators have executed these
Articles of Incorporation this day of ,20 .
Incorporator
Incorporator
STATE OF
COUNTY OF
BEFORE ME, the undersigned authority, personally appeared Bradley Steven
Harris and Cynthia Ann Lund, to me known to be the persons who executed the
foregoing Articles of Incorporation, and they acknowledged to and before me that they
executed such instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this day of
,20 .
Notary Public, State of
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APPENDIX I Articles of Incorporation
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 Computer Repair, Inc.
Dear Sir or Madam:
Please file the enclosed Articles of Incorporation to form a business corporation
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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17
18
APPENDIX J(a)
Unanimous Writing in Lieu of
Annual Meeting of Shareholders
UNANIMOUS WRITING IN LIEU OF ANNUAL MEETING
OF THE SHAREHOLDERS OF
CUTTING EDGE COMPUTER REPAIR, INC.
The undersigned, being all of the shareholders of Cutting Edge Computer Repair,
Inc. (the “Corporation”), hereby adopt the following resolutions in lieu of holding an
annual meeting of the shareholders, pursuant to [Cite statute providing for unanimous
written consents of shareholders] effective the day of ,20 .
RESOLVED, that the acts of the directors on behalf of the Corporation for the
past fiscal year are hereby approved, ratified, and confirmed.
RESOLVED, that the following persons are hereby elected to the board of
directors, to serve as directors of the Corporation until their successors are elected at
the next annual meeting and qualify:
Bradley Steven Harris
Cynthia Ann Lund
________________________________
Shareholder
________________________________
Shareholder
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19
APPENDIX J (b)
Unanimous Writing in Lieu of Annual Meeting of
Board of Directors
UNANIMOUS WRITING IN LIEU OF ANNUAL MEETING
OF THE BOARD OF DIRECTORS OF
CUTTING EDGE COMPUTER REPAIR, INC.
The undersigned, being all of the directors of Cutting Edge Computer Repair, Inc.
(the “Corporation”), hereby adopt the following resolutions in lieu of holding an
annual meeting of the board of directors, pursuant to [Cite statute providing for
unanimous written consents of board of directors] effective the day of
,20 .
RESOLVED, that the acts of the officers on behalf of the Corporation for the past
fiscal year are hereby approved, ratified, and confirmed.
RESOLVED, that the following persons are hereby elected to the following
described offices, to serve in such capacities until their successors are elected at the
next annual meeting and qualify:
Chief Executive Officer: Bradley Steven Harris
Chief Financial Officer: Cynthia Ann Lund
dnuLnnAaihtnyC:yraterceS
RESOLVED, that in consideration of their services to the Corporation, the
following annual salaries of the officers of the Corporation for the fiscal year
beginning ,20 , are hereby approved:
Bradley Steven Harris $75,000
000,57$dnuLnnAaihtnyC
________________________________
Director
________________________________
Director
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APPENDIX K
Unanimous Writing in Lieu of Meeting of the
Board of Directors Approving Bank Loan
UNANIMOUS WRITING IN LIEU OF MEETING
OF THE BOARD OF DIRECTORS OF
CUTTING EDGE COMPUTER REPAIR, INC.
The undersigned, being all of the directors of Cutting Edge Computer Repair, Inc.
(the “Corporation”), hereby adopt the following resolutions in lieu of holding an
annual meeting of the board of directors, pursuant to [Cite statute providing for
unanimous written consents of board of directors] effective the day of
,20 .
RESOLVED, that the Corporation shall borrow from First Bank of Center City (the
Bank), the amount of Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00)
for the purpose of making the necessary improvements to the property to be leased
by the corporation at .
The President and the Treasurer of the Corporation are hereby authorized to
execute and deliver to the Bank such loan agreements, security agreements, and
promissory notes, as may be necessary to obtain such a loan.
________________________________
Director
________________________________
Director
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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
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