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21
APPENDIX L
Articles of Merger and Plan of Merger
ARTICLES OF MERGER
BETWEEN
CUTTING EDGE COMPUTER REPAIR, INC.
AND
KOHLER’S COMPUTERS, INC.
Pursuant to the provisions of [cite state statute], the undersigned corporations
have adopted the following articles of merger for the purpose of combining the
undersigned corporations effective as of the day of ,20 :
The Plan of Merger that follows was approved by the stockholders of each of the
undersigned corporations in the manner prescribed by statute.
As to each of the undersigned corporations, the number of shares outstanding,
and the designation and number of outstanding shares of each class entitled to vote
as a class on such plan, are as follows:
Name Number of Number of Number of Shares
of Outstanding Shares Voted for Voted Against
Corporation Shares Plan of Merger Plan of Merger
Cutting Edge
Computer Repair, Inc. 4,000 4,000 0
Kohler’s Computers, Inc. 4,000 4,000 0
PLAN OF MERGER
1. The names of the merging corporations are:
Cutting Edge Computer Repair, Inc.
Kohler’s Computers, Inc.
Cutting Edge Computer Repair, Inc. will be the surviving corporation of the merger.
2. All of the property, rights, privileges, leases and patents of Kohler’s Computers,
Inc. shall be transferred to and become the property of Cutting Edge Computer
Repair, Inc., the surviving corporation.
3. The following individuals will constitute the board of directors of the surviving
corporation until their successors are elected and qualify:
Bradley Steven Harris Sandra Kohler
Cynthia Ann Lund Scott Kohler
4. The following individuals will hold the office in the surviving corporation set forth
opposite their name until their successors are elected and qualify:
Bradley Steven Harris Chief Executive Officer
Cynthia Ann Lund Chief Financial Officer
tnediserPeciVrelhoKardnaS
tnediserPeciVrelhoKttocS
Cynthia Ann Lund Secretary
5. The Articles of Incorporation of Cutting Edge Computer Repair, Inc., as in effect
immediately prior to the merger, will remain in full force and effect as Articles of
Incorporation of the surviving corporation.
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PART II Appendices
6. Each issued share of Kohler’s Computers, Inc. shall be surrendered and
exchanged for one share of the surviving corporation.
IN WITNESS WHEREOF, these Articles of Merger have been executed by the
aforementioned corporations as of the day of ,20 .
[Corporate Seal] CUTTING EDGE COMPUTER REPAIR, INC.
By: ____________________________
Chief Executive Officer
By: ____________________________
Secretary
.CNI,SRETUPMOCS’RELHOK]laeSetaroproC[
By: ____________________________
Chief Executive Officer
By: ____________________________
Secretary
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 and Plan of Merger between Cutting Edge Computer
Repair, Inc., and Kohler’s Computers, Inc. 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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22
23
APPENDIX M
Application for Certificate of Authority
Office of the Secretary of State
Corporations Section
P.O. Box 13697
Austin, Texas 78711-3697
APPLICATION FOR CERTIFICATE OF AUTHORITY
Pursuant to the provisions of article 8.05 of the Texas Business Corporation Act, the
undersigned corporation hereby applies for a certificate of authority to transact
business in Texas:
1. The name of the corporation is Cutting Edge Computer Repair, Inc.
2. A. If the name of the corporation in its jurisdiction of incorporation does not
contain the word “corporation,” “company,” “incorporated,” or “limited” (or an
abbreviation thereof), then the name of the corporation with the word of
abbreviation which it elects to add for use in Texas is
B. If the corporate name is not available in Texas, then set forth the name under
which the corporation will qualify and transact business in Texas
3. The federal tax identification number is 41-1234567
4. It is incorporated under the laws of [Home State]
5. The date of its incorporation is [Date of fictitious incorporation] and the
period of duration is [perpetual] (State “perpetual“ or term of years)
6. The address of its principal office in the state or country under the laws of which
it is incorporated is 1753 Oakland Drive, Pine City, [Home State] 33221
7. The street address of its proposed registered office in Texas is (a P.O. Box is not
sufficient)
123 Main Street
Austin, TX 78711
and the name of its proposed registered agent in Texas at such address is
John Smith
8. The purpose or purposes of the corporation which it proposes to pursue in the
transaction of business in Texas are general business purposes in connection
with computer repair.
9. It is authorized to pursue such purpose or purposes in the state or country under
the laws of which it is incorporated.
10. The names and respective addresses of its directors are:
SSERDDAEMAN
Bradley Steven Harris 1753 Oakland Drive
Pine City, [Home State] 33221
evirDwolliW7284dnuLnnAaihtnyC
Kenwood, [Home State] 33221
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PART II Appendices
11. The names and respective addresses of its officers are:
ECIFFOSSERDDAEMAN
(city and state)
Bradley Steven Harris 1753 Oakland Drive
Pine City, [Home State] 33221
Chief
Executive Officer
Cynthia Ann Lund 4327 Willow Drive
Kenwood, [Home State] 33221
Chief Financial
Officer, Secretary
12. The aggregate number of shares which it has authority to issue, itemized by classes,
par value of shares, shares without par value, and series, if any, within a class, is:
Number of
Shares
Par Value Per Share or
Statement That
Shares Are Without
Par Value
10,000 Common NA Shares are without par value.
13. The aggregate number of its issued shares, itemized by classes, par value of
shares, shares without par value, and series, if any, within a class, is:
4,000 Common NA
14. The amount of its stated capital is $ 40,000.00 . (See instructions for definition
of stated capital.)
15. Consideration of the value of at least One Thousand Dollars ($1,000.00) has been
paid for the issuance of its shares.
16. The application is accompanied by a certificate issued by the secretary of state
or other authorized officer of the jurisdiction of incorporation evidencing the
corporate existence and dated within 90 days of the date of receipt of the
application.
Cutting Edge Computer Repair, Inc.
By: ____________________________
Bradley Steven Harris
Its: Chief Executive Officer
Form No. 301
Revised 8/99
Class Series
Number of
Shares
Par Value Per Share or
Statement That
Shares Are Without
Par Value
Shares are without par value.
Class Series
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24
APPENDIX M Application for Certificate of Authority
ABRAHAMS & BENSON, PLLC
ATTORNEYS AT LAW
4759 Main Street
Pine City, [Home State] 33221
612-555-2468
[Date]
Secretary of State
Statutory Filings Division
Corporations Section
P.O. Box 13697
Austin, Texas 78711-3697
Re: Cutting Edge Computer Repair, Inc.
Application for Certificate of Authority to Transact Business as a Foreign
Corporation
Dear Sir or Madam:
I am enclosing the following documents in application for a Certificate of Authority to
Transact Business on behalf of Cutting Edge Computer Repair, Inc.:
1. Two signed copies of the Application for a Certificate of Authority.
2. A Certificate of Good Standing from the state of [Home State].
3. Our check in the sum of $750 for your filing fee.
Please return the filed stamped copy of the application to me at the above address.
If you have any questions, please feel free to call me at .
Sincerely,
[Student]
Paralegal
Enclosures
Cover Letter
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25
APPENDIX N (a)
Articles of Dissolution
ARTICLES OF DISSOLUTION
BY
CUTTING EDGE COMPUTER REPAIR, INC.
Pursuant to the provisions of [cite state statute] , the undersigned
corporation (the ”Corporation“) has adopted these Articles of Dissolution for the
purpose of dissolving the undersigned corporations effective as of the day of
,20 :
I.
The name of the dissolving corporation is Cutting Edge Computer Repair, Inc.
II.
The dissolution of the Corporation was recommended by the Board of Directors
and approved by a Unanimous Written Consent of the Shareholders of the
Corporation, effective as of the day of ,20 .
The dissolution of the Corporation was approved by the shareholders of the
Corporations in the manner prescribed by statute.
The number of shares outstanding, and the designation and number of
outstanding shares of each class entitled to vote on the dissolution of the
Corporation, are as follows:
Number of Number of Shares Number of Shares
Shares Voted For Dissolution Voted Against
Dissolution
0000,4000,4
IN WITNESS WHEREOF, these Articles of Dissolution have been executed by the
Corporation as of the day of ,20 .
[Corporate Seal] CUTTING EDGE COMPUTER REPAIR, INC.
By: ____________________________
Chief Executive Officer
By: ____________________________
Secretary
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26
© 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 N Articles of Dissolution
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 Dissolution by Cutting Edge Computer Repair, Inc.,
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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27
APPENDIX N (b)
Statement of Intent to Dissolve
STATEMENT OF INTENT TO DISSOLVE
BY
CUTTING EDGE COMPUTER REPAIR, INC.
Pursuant to the provisions of [cite state statute] , the undersigned
corporation (the ”Corporation“) hereby provides the following statement of intent to
dissolve the Corporation to the Secretary of State.
I.
The name of the dissolving corporation is Cutting Edge Computer Repair, Inc.
II.
The dissolution of the Corporation was recommended by the Corporation’s
Board of Directors, and approved by a Unanimous Written Consent of the
Shareholders of the Corporation, effective as of the day of ,
20 .
III.
The board of directors of the Corporation is hereby authorized to take any and
all actions necessary to wind up the business of the Corporation, and distribute the
Corporation’s assets in accordance with statute.
Dated:
IN WITNESS WHEREOF, this Statement of Intent to Dissolve has been executed
by the Corporation as of the day of ,20 .
[Corporate Seal] CUTTING EDGE COMPUTER REPAIR, INC.
By: ____________________________
Chief Executive Officer
By: ____________________________
Secretary
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28
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in a license distributed with a certain product or service or otherwise on a password-protected website for classroom use.
29
APPENDIX O
Employment Agreement
CUTTING EDGE COMPUTER REPAIR, INCORPORATED
EMPLOYMENT AGREEMENT WITH
BRIAN ANDERSON
Agreement made, effective as of [date] , by and between Cutting Edge
Computer Repair, Inc., a corporation duly organized and existing under the laws of
the state of [Home State], with a place of business at 1753 Oakland Drive, Pine City,
[Home State], hereinafter referred to as (”Employer“), and Brian Anderson, of 3856
Main Street, Oakdale, [Home State], hereinafter referred to as (”Employee“).
RECITALS
The parties recite and declare:
A. Employer desires to hire Employee because of Employee’s vast business
experience and experience as a computer technician.
B. Employee desires to be employed by Employer in the capacity described below.
For the reasons set forth above, and in consideration of the mutual covenants
and promises of the parties set forth in this agreement, Employer and Employee
agree as follows:
SECTION ONE
EMPLOYMENT
Employer employs Employee on the terms and conditions stated in this
agreement to perform those duties typical of a computer repair technician, and
Employee agrees to perform such services for Employer on the terms and conditions
stated in this agreement.
SECTION TWO
TERMS OF EMPLOYMENT
The term of employee’s employment shall last until terminated by either the
Employer or the Employee on 60 days’ notice.
SECTION THREE
COMPENSATION
Employer shall pay to Employee an annual salary of Thirty Thousand and 00/100
Dollars ($30,000.00), payable on the 1st and 15th of each month, commencing on
.
SECTION FOUR
VACATION
Employee shall receive two weeks paid vacation per year (10 days total) for the
first five years of his employment. Employee shall be eligible to take his vacation
time any time during the year after the year in which the vacation was earned, upon
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PART II Appendices
giving Employer two weeks’ notice. Subsequent to that period, vacation shall be
earned as follows:
5 to 10 years of service: 3 weeks vacation (15 days total)
10 or more years of service: 4 weeks vacation
SECTION FIVE
PAID HOLIDAYS
The Employee shall receive paid time off each year for ten paid holidays,
including the following holidays:
New Years Day Labor Day
Memorial Day Thanksgiving
Fourth of July Christmas
Employee shall receive time off for the four remaining holidays as determined by
Employer each year.
SECTION SIX
SICK LEAVE
Employee shall receive up to five days of paid sick leave per year.
SECTION SEVEN
HEALTH INSURANCE
After 30 days of employment, Employee shall be entitled to receive the health
insurance benefits offered by the Employer. Currently those benefits include a policy
of health insurance fully paid by Employer for the Employee, as further described in
the booklet entitled Cutting Edge Computer Repair, Inc. Health Insurance. Family
coverage will be available at Employee’s expense. Employer reserves the right to
change health insurance carriers, but agrees to continue health insurance coverage
at the same level of coverage for Employee.
SECTION EIGHT
COVENANT NOT TO COMPETE
Employee agrees that after termination of his employment with Employer, for
whatever reason, he will not establish his own computer repair business, or partake
in ownership of another computer repair business, within a 25 mile radius of
Employer’s home office at 1753 Oakland Drive, Pine City, [Home State], for a period
of three years.
IN WITNESS WHEREOF, each party to this Agreement has caused it to be
executed on the date indicated below.
Employer
Cutting Edge Computer Repair, Inc.
By: ____________________________
Employee
By: ____________________________
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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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