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ensure that our products are accurate, up-to-date and easy to use We continually update every book and software program to keep up with changes in the law Our commitment to a more democratic legal system informs all of our work We appreciate & listen to your feedback Please fill out and return the card at the back of this book Read This First T he information in this book is as up to date and accurate as we can make it But it’s important to realize that the law changes frequently, as fees, forms, and other important legal details If you handle your own legal matters, it’s up to you to be sure that all information you use—including the information in this book—is accurate Here are some suggestions to help you this: First, check the edition number on the book’s spine to make sure you’ve got the most recent edition of this book To learn whether a later edition is available, go to Nolo’s online Law Store at www.nolo.com or call Nolo’s Customer Service Department at 800-728-3555 Next, because the law can change overnight, users of even a current edition need to be sure it’s fully up to date At www.nolo.com, we post notices of major legal and practical changes that affect a book’s current edition only To check for updates, go to the Law Store portion of Nolo’s website and find the page devoted to the book (use the “A to Z Product List” and click on the book’s title) If you see an “Updates” link on the left side of the page, click on it If you don’t see a link, there are no posted changes—but check back regularly Finally, while Nolo believes that accurate and current legal information in its books can help you solve many of your legal problems on a cost-effective basis, this book is not intended to be a substitute for personalized advice from a knowledgeable lawyer If you want the help of a trained professional, consult an attorney licensed to practice in your state 3rd edition Legal Forms for Starting & Running a Small Business by Fred Steingold Third Edition JANUARY 2004 Illustrations MARI STEIN Cover Design TONI IHARA Book Design TERRI HEARSH Editor BETH LAURENCE Proofreading ROBERT WELLS CD-ROM Preparation ANDRÉ ZIVKOVICH Index ELLEN DAVENPORT Printing DELTA PRINTING SOLUTIONS, INC Steingold, Fred Legal forms for starting & running a small business/by Fred S Steingold. 3rd ed p cm Includes index ISBN 0-87337-971-3 Small business Law and legislation United States Forms I Title: Legal forms for starting and running a small business II Title KF1659.A65S74 2003 346.73'0652'0269 dc21 2003050145 Copyright © 1995, 1996, 1998, 1999, 2001, and 2004 by Nolo All rights reserved Printed in the USA No part of this publication may be reproduced, stored in a retrieval system, or transmitted in any form or by any means, electronic, mechanical, photocopying, recording, or otherwise without the prior written permission of the publisher and the author Reproduction prohibitions not apply to the forms contained in this product when reproduced for personal use Quantity sales: For information on bulk purchases or corporate premium sales, please contact the Special Sales department For academic sales or textbook adoptions, ask for Academic Sales, 800-955-4775 Nolo, 950 Parker St., Berkeley, CA 94710 Acknowledgments Thanks to Jake Warner, Shannon Miehe, and Beth Laurence for their superb editing as well as the energy and enthusiasm they brought to this project Thanks also to the other Nolo wizards who contributed their enormous skills to this and the accompanying software—especially: Beth Laurence, Tony Mancuso, Barbara Kate Repa, Robin Leonard, Lisa Goldoftas, and Ely Newman Finally, thanks to my colleague, Brook McCray Smith, for his many wise suggestions, and to my assistant, Jamie DeFlorio, for her help in preparing the manuscript About the Author Fred S Steingold practices law in Ann Arbor, Michigan He represents and advises many small businesses, and frequently leads seminars on how to start and run a small business He is the author of the Legal Guide for Starting & Running a Small Business (Nolo) and The Employer’s Legal Handbook (Nolo), a bible for small business owners His monthly column, The legal Advisor, is carried by more than 30 trade publications around the country Table of Contents I How to Use This Book A Four Practical Ways to Use the Forms in This Book I/3 B Do You Need a Lawyer? I/3 Contract Basics A Names Clause: Identifying the Parties to a Contract 1/2 B Signature Clause: Signing a Contract 1/4 C Standard Clauses 1/11 D Resolving Disputes 1/14 E Attachments 1/16 F Amendments 1/18 Forming Your Business A Form 2A: Checklist for Starting a Small Business 2/4 B Form 2B: Partnership Agreement 2/12 C Form 2C: Pre-Incorporation Agreement 2/18 D Form 2D: Corporate Bylaws 2/22 E Form 2E: Stock Agreement 2/26 F Form 2F: LLC Operating Agreement for Single-Member LLC 2/29 Running Your Corporation A Form 3A: Notice of Shareholders’ Meeting 3/3 B Form 3B: Notice of Directors’ Meeting 3/5 I/12 LEGAL FORMS FOR STARTING & RUNNING A SMALL BUSINESS schedules, 5/13 seizing, 8/12 selling, 5/3, 5/7, 5/12, 8/9 See also Assets; Bill of sale for goods Pre-incorporation agreements form, Appendix B instructions, 2/18–22 overview, 2/3, 2/5, 2/18 Prepayment and prepayment penalties, 4/5, 4/9, 4/11, 4/13, 4/14 Prequalifying for real estate loans, 7/6 Promissory notes buying existing business, 5/3–4, 5/9–10 cosigners, 4/3 directors’ permission to borrow, 4/4 fees and costs, 4/5, 4/10, 4/11, 4/13, 4/14 financing real estate purchases, 7/7 installment payments, 4/5, 4/9, 4/11 interest, 4/2 late fees, 4/5 loan acceleration, 4/4–5, 4/9, 4/11, 4/13 modifying, 4/5, 4/6 overview, 4/3 personal guarantees, 1/5, 1/9, 4/2–3, 4/10, 5/10 personal liability of owner, 1/5, 5/10 prepayment, 4/5, 4/9, 4/11, 4/13, 4/14 security interest, 4/4, 4/10, 4/11, 4/13, 4/14, 5/24 signature clauses, 1/3, 1/4, 1/6, 5/9–10 signing and storing, 4/5 spousal liability, 1/10–11, 4/3 witnesses and notaries, 1/11 See also Contracts Promissory notes, amortized monthly payments chart, 4/6 form, Appendix B instructions, 4/8–10 overview, 4/7, 4/8 Promissory notes, balloon payments form, Appendix B instructions, 4/11–12 overview, 4/7, 4/10–11 Promissory notes, interest-only payments form, Appendix B instructions, 4/12–14 overview, 4/7–8, 4/12 Promissory notes, lump-sum payments form, Appendix B instructions, 4/14 overview, 4/8, 4/14 Q Quiet enjoyment clauses, 6/9 Quorums for directors’ meetings, 3/10 for shareholders’ meetings, 3/9 R Real estate (real property) defined, 4/15 excluded from bills of sale, 5/3 pledging as security interest, 4/4, 4/15, 5/11 Real estate purchases environmental concerns, 5/4, 7/3–4 legal ownership, names, 7/4 overview, 7/2–3, 8/9 See also Building purchases; Contract to purchase building; Contract to purchase vacant land; Land purchases; Mortgages Removal of contingency, real estate purchase form, Appendix B instructions, 7/16, 7/22–23 overview, 7/3, 7/22 Resolutions See Corporate resolutions Retirement plans costs, 2/2–3 sign-up procedures, 9/4 S Sales contract (lump-sum payments) form, Appendix B instructions, 8/3–7 overview, 8/2–3, 8/7 Sales contract (lump-sum payments), clauses defective or damaged goods, remedies, 8/5 delivery, 8/4 down payment, 8/4 ownership, 8/4, 8/6 INDEX payment terms, 8/4 property condition, 8/3–4 property description, 8/3 purchase price, 8/4 Sales contract, installment payments alternatives to charging interest, 8/7 form, Appendix B instructions, 8/7–9 overview, 8/3, 8/7 See also Security agreement for buying goods Schedules of furniture and equipment, 5/13, 5/20 Securities and Exchange Commission (SEC), 2/21 Securities laws, 2/21, 4/3 Security agreement for borrowing money attachment, 4/17, 5/27 financing statements, 4/16, 4/18, 5/11 instructions, 4/15–17 overview, 4/15 Security agreement for buying business assets buyer’s default, 5/26 financing statements, 5/26 form, Appendix B instructions, 5/11, 5/25–27 notice to buyer, 5/27 overview, 5/25 security for promissory note, 5/25 seller’s rights, 5/26–27 use and care of secured property, 5/26 Security agreement for buying business assets, attachment form, Appendix B instructions, 5/27 Security agreement for buying goods default by buyer, 8/11–12 financing statements, 8/11 form, Appendix B installment payments, 8/11 instructions, 8/10–11 notice to buyer, 8/12 overview, 8/2, 8/9, 8/10 rights of seller, 8/12 use and care of secured property, 8/11 Security concerns, for leased spaces, 6/16 Security interest buying existing business, 5/10–11 I/13 lien checks, 8/6 in promissory notes, 4/4, 4/10, 4/11, 4/13, 4/14 real estate as, 4/4, 4/15, 5/11 use and care of, 4/17 Seller’s affidavit, no creditors bulk sales laws, 5/3, 5/11 form, Appendix B instructions, 5/11, 5/23–25 notarization, 1/11 overview, 5/3, 5/22–23 Seller’s representations, 5/12 Selling goods See Bill of sale for goods; Consignment contract; Sales contracts Service marks, searching and registering, 2/5, 2/13, 2/19, 2/31 Severability clauses, 1/14 Shareholder proxy form, Appendix B instructions, 3/7–8 overview, 2/24, 3/3, 3/7 Shareholders named in pre-incorporation agreement, 2/18 permission to borrow money, 4/4 permission to pledge assets, 4/16 permission to sell assets, 5/2, 5/15, 5/16–17 spouse’s signature requirement, 5/15, 5/18 See also Corporations; Stock, corporate Shareholders’ agreements See Stock agreements Shareholders’ consent form, Appendix B instructions, 3/14 overview, 3/3, 3/13, 4/4 Shareholders’ meetings in corporate bylaws, 2/23–24, 3/3–4, 3/9 missed meetings, 3/3, 3/13 Shareholders’ meetings, minutes form, Appendix B instructions, 3/8–9 overview, 3/2–3, 3/8 Shareholders’ meetings, notice form, Appendix B instructions, 2/24, 3/4–5, 3/8–9, 3/13 overview, 3/3–4 Signature clauses counterparts clauses, 1/13 I/14 LEGAL FORMS FOR STARTING & RUNNING A SMALL BUSINESS formats, 1/4, 1/6 overview, 1/4 owner’s personal guarantee, 1/5 owner’s personal liability, 1/5 spouse’s signature requirement, 1/10–11, 4/3, 5/4, 5/15, 5/18 witnesses and notaries, 1/11 Small business, information resources, I/2–3 Small Business Development Centers, 2/8 Social Security taxes, withholding for employees, 9/3 Sole proprietorships defined, 1/3 legal ownership of real estate, 7/4 names clauses, 1/2, 1/3 personal guarantees, 1/7–10, 4/2–3 personal liability of owner, 1/5, 2/2, 5/10 signature clauses, 1/4, 1/6 spousal liability, 1/10–11, 4/3 tax considerations, 2/2 time and expense considerations, 2/2 See also Contract for purchase of assets from an unincorporated business Spousal liability for business obligations, 1/10–11, 4/3, 5/4, 5/15 Standard clauses counterparts, 1/13 entire agreement, 1/12 modification, 1/13 notices, 1/13 overview, 1/11–12 severability, 1/14 successors and assignees, 1/12 waiver, 1/13–14 See also Governing law clauses State laws bulk sales laws, 5/3, 5/11 community property states, 1/10–11, 4/3, 5/4, 5/15, 5/18 on covenant not to compete agreements, 9/11, 9/12 on LLCs, 2/30, 2/32 on number of directors, 2/22 on personal property sales, 8/9 securities laws, 2/21, 4/3 See also Governing law clauses Stock, contract for purchase form, Appendix B instructions, 5/18–21 overview, 5/2, 5/17–18 Stock, corporate change of control provisions, 5/18 as corporate assets, 5/2 in corporate bylaws, 2/24 jointly owned, 2/29 overview, 2/20 securities laws, 2/21, 4/3 selling to buyer of company, 5/2 tax considerations, 2/21 Stock agreements (buy-sell agreements) form, Appendix B information resources, I/2, 2/17, 2/28–29 instructions, 2/27–29 overview, 2/3–4, 2/26–27 Stock subscriptions, 2/20 Storage contract form, Appendix B instructions, 8/17–19 overview, 8/2, 8/16–17 terminology, 8/17 Subleases form, Appendix B instructions, 6/18–22 lease extensions, 6/20–21 overview, 6/3, 6/17–18 when to use, 6/24, 6/26 Subleases, clauses condition of premises, 6/21–22 dispute, 6/22 guarantor’s consent, 6/22, 6/23 insurance, 6/21 notice of default, 6/24 notices from landlord, 6/21 option to extend, 6/20–21 original lease information, 6/19 property subleased, 6/18–19 rent, 6/19–20 security deposits, 6/21 term of lease, 6/19 Subleases, landlord’s consent form, Appendix B INDEX instructions, 6/22, 6/23–24 overview, 6/3, 6/9, 6/18, 6/23 Successors and assignees clauses, 1/12 Surveys of property, 7/12, 7/15, 7/19 T Tax deductions and depreciation, 2/8–9 Taxes allocating business purchase dollars, 5/7, 5/8 Asset Acquisition Statement, 5/7 buying vs leasing, 7/2 on corporations, 2/21–22, 2/23, 2/32 covenant not to compete, value of, 5/13 on home businesses, 2/7 on independent contractors, 9/13, 9/16 information resources, I/2, 2/8–10, 2/12 as legal structure selection criterion, 2/2, 2/21, 9/13 on LLCs, 2/32 on partnerships, 2/15 property, for leased spaces, 6/9, 6/12, 6/16–17 real estate, proration, 7/9, 7/10 reporting and accounting, overview, 2/8–9, 2/26 See also Employee’s withholding allowance certificate; Employer’s annual federal unemployment tax return; Employment Identification Number Tax registration certificates, 2/8 Tenant improvement allowances (TIAs), 6/7 Title insurance commitment review, 7/12, 7/15–16 Title insurance policies, 7/10, 7/11, 7/15 Trademarks as assets, 5/6, 5/12 information resources, 5/6 searching and registering, 2/5, 2/13, 2/19–20, 2/31, 5/6 as security interest, 4/15 selling, 8/10 Trusts, lump-sum payments, 4/14 I/15 U UCC-1 (Uniform Commercial Code) form, 4/16, 4/18, 5/11, 8/11, 8/12 Unemployment taxes, IRS Form 940-EZ, 2/9–10, 9/3, Appendix B USCIS Form I-9 (employment eligibility verification) form, 2/10, Appendix B overview, 2/10, 9/4 U.S Patent and Trademark Office (USPTO), 5/6 V Valuation methods in partnership agreements, 2/17 professional appraisals, 5/6 in stock agreements, 2/28 W Waiver clauses, 1/13–14 Warranties denying or disclaiming, 8/5 express, 8/5 implied, 8/5 seller’s representations, 5/12 Warranties of ownership, 5/22 Wills, lump-sum payments, 4/14 Windows users, CD-ROM forms, A/2, A/3 Witnesses to contracts, 1/11 Workers’ compensation insurance, 2/10, 9/3 Z Zoning ordinances, home businesses and, 2/7 Zoning permits as land purchase consideration, 7/16–17 overview, 2/8 ■ m o r e N O f r o m L O Better Business Books! 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