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List of Forms

Table of Contents

List of Forms by Chapter

Chapter 1 — Organizing and Advising a Small Business

I. [1.1] Introduction

II. [1.2] Whom Do You Represent?

III. Choosing the Form of Business Entity

[1.3] Sole Proprietorship

Partnership

[1.4] General Partnership

[1.5] Limited Partnership

[1.6] Limited Liability Partnership and Limited Liability Limited Partnership

Corporation

[1.7] C Corporation

[1.8] S Corporation

[1.9] Limited Liability Company

[1.10] Close Corporation

[1.11] Professional Corporation

[1.12] Joint Venture

[1.13] Cooperatives

General Considerations

[1.14] Number and Identity of Owners and Investors

[1.15] Limited Liability

[1.16] Tax Considerations

[1.17] Management

[1.18] Transferability of Ownership

[1.19] Estate Planning

[1.20] Professional Regulation

[1.21] Continuity of Ownership and Management

[1.22] Costs; Flexibility for Future Transactions

IV. Organizing the Business Entity

[1.23] Sole Proprietorship

Partnership

[1.24] General Partnership

[1.25] Limited Partnership

[1.26] Limited Liability Partnership and Limited Liability Limited Partnership

C Corporation

[1.27] Selecting the State of Incorporation

[1.28] Incorporators

[1.29] Subscriptions for Shares; Pre-Organization Subscriptions

[1.30] Articles of Incorporation

[1.31] Registered Agent and Office

[1.32] Purposes for Which Corporation Is Organized

[1.33] Authorized and Issued Shares; Consideration Received

[1.34] Directors

[1.35] Allocation Factor

[1.36] Effectiveness of Articles of Incorporation

[1.37] Bylaws

[1.38] Meeting of Incorporators

[1.39] First Meeting of Shareholders

[1.40] First Meeting of Directors; Corporate Seal

[1.41] Form of Stock Certificate

[1.42] Organizing Other Forms of Corporations

[1.43] S Corporation

[1.44] Close Corporation

[1.45] Professional Corporation

[1.46] Limited Liability Company

[1.47] Federal Employer Identification Number

[1.48] Trademarks, Trade Names, and Service Marks

V. [1.49] Buy-Sell Agreements

[1.50] Scope of Restriction on Transfer

[1.51] Price

[1.52] Triggering Events

[1.53] Purchaser

[1.54] Financing the Purchase

VI. [1.55] Securities Law Concerns

[1.56] Federal Securities Law

[1.57] Intrastate Offering Exemption

[1.58] Private Offering Exemption

[1.59] Violations of Federal Securities Law

[1.60] Illinois Securities Law

[1.61] Preincorporation Subscriptions

[1.62] Sales to Fewer than 35 Persons or Offerings Less than $1 Million

[1.63] Sales to Existing Security Holders

[1.64] Miscellaneous

[1.65] Violations of Illinois Securities Law of 1953

VII. Capitalization and Financing of Corporations

[1.66] Equity and Debt

[1.67] Unconditional Promise To Pay

[1.68] Subordination or Preference

[1.69] Ratio of Debt to Equity

[1.70] Conversion of Debt into Stock

[1.71] Ownership of Debt and Equity

[1.72] 26 U.S.C. §1244

Outside Sources of Financing

[1.73] Banks

[1.74] Finance Companies

[1.75] Venture Capital Groups

[1.76] Leasing

[1.77] Governmental Agencies

VIII. [1.78] Operating the Business Entity

IX. [1.79] Appendix — Sample Forms

[1.80] Partnership Agreement

[1.81] Pre-Organization Subscription Agreement

[1.82] Bylaws

[1.83] Call and Waiver of Notice of First Meeting of Shareholders (with Minutes of First Meeting of Shareholders)

[1.84] Directors’ Action Pursuant to §8.45 of the Business Corporation Act of 1983, as Amended

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Elements of Illinois Law: Organizing and Advising a Small Business (ARCHIVED 2020 EDITION)

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