Buy-Sell Agreement – Legal & Business Documents

CONTACT INFORMATION

We will contact this person regarding information about the corporation.

INFORMATION ABOUT THE BUSINESS

If you are starting a new business, choose "Form a new business." If you currently own a business, choose “Convert an existing business.” When you incorporate an existing business, the corporation will assume all of the business assets and liabilities of the existing business, and the owners of the current business will become shareholders of the corporation. "Professional corporations" are formed for specific professional services such as medicine, dentistry, law, public accounting, architecture and other practices that require a professional license.

What would you like to do?

Form a New Business

Convert and Existing Business

Type of Entity Type of Entity

State Formation

Name of Corporation (1st Choice)

Your company name will be filed with the state and appear on the official formation document(s) EXACTLY as it is entered below, including spelling and punctuation. A second and third alternate name is required in case the first name choice is not available. Please make sure that your alternates are distinct from your first choice. If you already have the name reserved, type "Already Reserved" as the alternate name and providing us with your name reservation number.Must end with “Corporation”, Incorporated”, “Corp.”, or “Inc.”, “Limited”, or “Ltd.”Inc, Inc.,Corp., Incorporated, Corporation, or Company. Name cannot include: Bank or Trust (If you do not provide one of the above corporate indicators, The Pocket Lawyer will automatically add "Inc." to your corporate name.)

Name of Corporation (2nd Choice)

Name of Corporation (3rd Choice)

Corporation's Principle Address

City

State/Province

Zip/Postal

Does my business address have to be in the state where I'm incorporating? No. You can use any valid street address. However, it cannot be a P.O. Box.Please enter a physical address. P.O. Boxes are not acceptable for filing. If your business is run out of your home, please list that address.

What WIll The Company Be Doing?

A short description of your business is needed to complete your application. For example: 'Providing bookkeeping services' or 'Managing Real Estate'.

Is the mailing address different?

Yes

No

Address

City

State/Province

Zip/Postal

Number of shares of common stock authorized to issue

This number is the maximum number of shares that can be sold ('issued'), either upon formation or at a later time. Many corporations authorize 1,000 shares, but do not issue all of them to stockholders initially and keep some shares in "reserve." The stockholders can authorize additional shares later by amending the Articles of Incorporation.

Par value of the shares

This figure represents the MINIMUM dollar amount PER SHARE at which your corporation may issue shares to shareholders. This dollar amount does NOT indicate the MARKET value per share. In some state, par value is used for computing filing fees and annual fees. A par value of $0.001 will minimize these fees.

The end of the corporation’s fiscal year is

A fiscal year is any 12-month period used by a corporation as its accounting period. For most small corporations, and especially for S corporations, the end of the fiscal year is December 31.

The corporation’s accounting method is:

Cash Basis

Accrual Basis

The cash method is the more commonly used method of accounting in small business. Under the cash method, income is not counted until cash (or a check) is actually received, and expenses are not counted until they are actually paid. Under the accrual method, transactions are counted when the order is made, the item is delivered, or the services occur, regardless of when the money for them (receivables) is actually received or paid. In other words, income is counted when the sale occurs, and expenses are counted when you receive the goods or services.

The corporation’s existence shall be perpetual

Yes

No

Perpetual existence is a characteristic of most corporations meaning that they are can continue indefinitely, until dissolved by either the corporation itself or the state. The business will not be affected by the withdrawal or death of one of the owners. If you wish the corporation’s existence to end in a shorter time, indicate the latest date it will be dissolved.

If NO, latest date on which corporation is to dissolve

The date of the initial meeting shall be:

An initial meeting of the incorporators and the initial board of directors takes place shortly after the corporation is filed with the state. Called an organizational meeting, the stock is issued and the officers and board of directors are elected. Thereafter, an annual meeting of shareholders must be held to elect directors and transact other corporate business.

INFORMATION ABOUT THE INITIAL DIRECTORS

A corporation must have at least one director. In many states, including California, a corporation with two stockholders must have at least two directors and a corporation with three or more stockholders must have at least three directors. Directors are responsible for the corporation's overall management. They differ from the officers, who run the day-to-day operations.

Name of Director #1

Address

City

State/Province

Zip/Postal

Name of Director #2

Address

City

State/Province

Zip/Postal

Country

Additional Directors

Name of Director

Address

City

State/Province

Zip/Postal

Country

INFORMATION ABOUT THE INITIAL OFFICERS

A California corporation must have a President, Treasurer and Secretary. Please note that one person may hold every office. When there are more than two shareholders, the President and the Secretary should be different people.

President / CEO

Address

City

State/Province

Zip/Postal

Country

Treasurer/ Chief Financial Officer

Address

City

State/Province

Zip/Postal

Country

Secretary

Address

City

State/Province

Zip/Postal

Country

Others Officers If Applicable

A corporation must have a President, Treasurer and Secretary. Any other officers (such as Vice-President, Chief Financial Officer or Chief Operating Officer) are optional.

Additional Officer (Optional)

Address

City

State/Province

Zip/Postal

Country

Address

City

State/Province

Zip/Postal

Country

Add Remove

INFORMATION ABOUT THE INITIAL SHAREHOLDERS

Each stockholder must have at least one (1) share. The total number of shares issued to all stockholders cannot exceed the amount authorized in the Articles of Incorporation. Who is a Joint Owner? Joint owners include spouses with a community property interest, as well as anyone else who can claim ownership to the shares.

Stockholder #1

Address

City

State/Province

Zip/Postal

Country

Number of Shares

Amount of Capital Contribution $

Form of Contribution

Capital contributions can be in the form of cash, services rendered, or property contributed to the corporation. This is what's paid to the corporation in exchange for shares. "Property" includes tangible personal property, real estate and intangible property. The par value is the minimum price per share to be paid. For example, if the par value is $.001 per share, and you have 100 shares, you must contribute at least $1. You could contribute more than $1, but not less.

Name of Joint Owner (if any)

Additional Joint Owner (if any)

INFORMATION ABOUT THE REGISTERED AGENT (FOR SERVICE OF PROCESS)

Specifying a registered agent for your business is required by law, and the agent must either be (1) an adult individual living in the state of formation with a valid street address (no P.O. boxes), or (2) a company, such as Pocket Lawyer, authorized to serve as an agent.You can serve as your own Registered Agent. This address will become public on state records and websites. The registered agent must be available during normal business hours to receive documents for the business, including service of process from process servers and official notices from the state, as well as “junk mail” solicitations.If you would like The Pocket Lawyer to be your registered agent, our information becomes public on state records and websites so your privacy is better protected. We accept service of process, and promptly forward all legal documents and official state correspondence that we receive on your behalf. The Annual Fee is $149.

INFORMATION FOR OBTAINING AN EMPLOYER IDENTIFICATION NUMBER (EIN)

Every corporation must have a Federal Employer Identification Number (EIN) before it can open a bank account, hire employees or report taxes and for other matters. If you are converting your sole proprietorship or partnership and already have a tax ID number for that business, the IRS still requires that you obtain a new tax ID number for your corporation.

INFORMATION FOR THE S-CORPORATION STATUS

An “S” corporation is treated as a pass-through entity for tax purposes. This avoids double taxation and may simplify your taxes. The S corporation cannot have any preferred stock – only common stock – and must have a fiscal year ending December 31. The total number of shareholders cannot be more than 100.IRS form 2553 is used to elect S-Corporation status. We will prepare the form and include it in your final package. All shareholders must sign IRS form 2553 and submit to the IRS for approval.

Additional Stockholder Name

Final Questions

WOULD YOU LIKE The Pocket Lawyer to file the CALIFORNIA STATEMENT OF INFORMATION for This Business, using the information contained in this questionnaire?

Yes

No

Every California stock, agricultural cooperative and registered foreign corporation must file a Statement of Information with the California Secretary of State within 90 days after the filing of its original Articles of Incorporation and every year thereafter (every two-years for an LLC) during a specific 6-month filing period based on the original registration date. Changes to information contained in a previously filed Statement of Information can be made by filing a new Statement of Information, completed in its entirety. The Pocket Lawyer can prepare and file your initial Statement of Information and avoid any late filing penalties that may be accessed by the State. Preparation and filing of the SOI is only $69 per year.

WOULD YOU LIKE The Pocket Lawyer to apply for a State Seller’s Permit?

Yes

No

Every business that sells or leases merchandise or items that would ordinarily be subject to sales tax is required to have a Seller's Permit. Both wholesalers and retailers must apply for a Seller's Permit. You can buy goods and merchandise for re-sale without paying sales tax, which is collected from the party that purchases your goods. If selling goods is only part of your business, you still need a Seller's Permit. For example, a carpet installer performs a service and sells carpet. Even though they do not need to charge sales tax on the labor performed, they still must have a Seller's Permit for the sale of the carpet. The Pocket Lawyer can save you time and effort by obtaining a Seller’s Permit for you. Simply answer the questions in our California Seller’s Permit Workbook and we will prepare the application and submit it for only $129.

WOULD YOU LIKE The Pocket Lawyer to apply for a Business License?

Yes

No

A variety of Federal, state, county, city and local authorities require businesses to obtain permits, licenses and or registrations and pay fees and taxes. Contact us for a current list for your business.

WOULD YOU LIKE The Pocket Lawyer to maintain your Corporate Minutes??

Yes

No

Corporations are required to keep detailed records or "minutes" of their annual meetings and specific company activities. The Pocket Lawyer Corporate Maintenance Manager is the easy way to comply with corporate requirements. Simply answer the questions in our Maintenance Manager Workbook and we’ll create your minutes and email them to you. If you purchase it together with your incorporation, you'll pay just $69 for your first year's subscription (normally $99 per year).

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INFORMATION ABOUT THE BUSINESS arrowup6

INFORMATION ABOUT THE INITIAL DIRECTORS arrowup6

Additional Directors arrowup6

INFORMATION ABOUT THE INITIAL OFFICERS arrowup6

Others Officers If Applicable arrowup6

INFORMATION ABOUT THE INITIAL SHAREHOLDERS arrowup6

INFORMATION ABOUT THE REGISTERED AGENT (FOR SERVICE OF PROCESS) arrowup6

INFORMATION FOR OBTAINING AN EMPLOYER IDENTIFICATION NUMBER (EIN) arrowup6

INFORMATION FOR THE S-CORPORATION STATUS arrowup6

Additional Stockholder Name arrowup6

Additional Stockholder Name arrowup6

Final Questions arrowup6

CONTACT INFORMATION

INFORMATION ABOUT THE BUSINESS

INFORMATION ABOUT THE INITIAL DIRECTORS

Additional Directors

INFORMATION ABOUT THE INITIAL OFFICERS

Others Officers If Applicable

INFORMATION ABOUT THE INITIAL SHAREHOLDERS

INFORMATION ABOUT THE REGISTERED AGENT (FOR SERVICE OF PROCESS)

INFORMATION FOR OBTAINING AN EMPLOYER IDENTIFICATION NUMBER (EIN)

INFORMATION FOR THE S-CORPORATION STATUS

Additional Stockholder Name

Additional Stockholder Name

Final Questions