• 1 volume; loose-leaf
• 1,100 pages ~
• Publication Date: December 2019
• Editorial Review Board: Andrew H. Ognall; John R. Thomas; Ernie Bootsma; and Mark von Bergen
Covering partnerships, limited liability companies, C and S corporation formation and operation, corporate reorganizations, business acquisitions, and intellectual property agreements, Advising Oregon Businesses, volume 5 puts a myriad of forms and agreements at your fingertips. Each form relates to material covered in the rest of the Advising Oregon Businesses series. Most forms include comments, citations to statutes and legal authorities, and alternative clauses to help you tailor them to your clients’ needs.
TABLE OF CONTENTS
Introductory Comment
PARTNERSHIPS
1 Partnership Agreement Checklist
2 Partnership Agreement
3 Limited Liability Partnership—Amendment to Partnership Agreement
4 Certificate of Limited Partnership
5 Agreement of Limited Partnership
LIMITED LIABILITY COMPANIES
6 Limited Liability Company Articles of Organization
7 Limited Liability Company Operating Agreement—Safe-Harbor Manager-Managed LLC
8 Limited Liability Company Operating Agreement—Simple Member-Managed LLC
9 Limited Liability Company Operating Agreement—Single-Member LLC
CORPORATIONS—ORGANIZATION
10 Letter to Client Regarding Incorporation of a Closely Held Business
11 Letter to Client Disclosing Potential Conflicts in the Context of Entity Formation
12 Preincorporation Checklist
13 Articles of Incorporation—Business Corporation (Short Form)
14 Articles of Incorporation—Business Corporation (Long Form)
15 Articles of Incorporation—Benefit Company (Short Form)
16 Articles of Incorporation—Professional Corporation
17 Articles of Incorporation—Nonprofit Public-Benefit Corporation
18 Articles of Incorporation—Nonprofit Mutual-Benefit Corporation
19 Bylaws—Business Corporation
20 Bylaws—Nonprofit Public Benefit Corporation
CORPORATIONS—STOCK
21 Bylaws—Nonprofit Mutual Benefit Corporation
22 Minutes of Organizational Meeting of Directors
23 Consent in Lieu of Organizational Meeting of Directors
24 Subscription Agreement
25 Stock Certificate for Common Stock
26 Stock Certificate for Preferred Stock
27 Legends for Stock Certificates
28 Affidavit of Loss of Stock Certificate and Indemnity Agreement
29 Buy-Sell Agreement Introductory Comment
CORPORATIONS—MEETINGS OF BOARD OF DIRECTORS
30 Voting Trust Agreement
31 Voting Trust Certificate
32 Voting Agreement
33 Irrevocable Authorization of a Proxy
34 Notice of Special Meeting of Board of Directors
CORPORATIONS—MEETINGS OF SHAREHOLDERS
35 Waiver of Notice of Meeting of Board of Directors
36 Minutes of Annual Meeting of Board of Directors
37 Resolution for Annual Meeting of Board of Trustees
38 Notice of meeting of Shareholders
39 Minutes of Meeting of Shareholders
40 Resolutions for Meeting of Shareholders
OTHER CORPORATE MATTERS
41 Certificate of Mailing
42 Proxy Statement for Annual Meeting of Shareholders
43 Proxy for Annual Meeting of Shareholders
44 Indemnification Agreement
45 Articles of Amendment to Articles of Incorporation—Before Shares Issued
46 Articles of Amendment to Articles of Incorporation—After Shares Issued
47 Restated Articles of Incorporation and Accompanying Certificate
48 Stock-Transfer Agreement
49 Preferred Stock-Purchase Agreement
50 Amended and Restated Articles of Incorporation
51 Employment Agreement
52 Independent Contractor Agreement
53 Employee or Consultant Confidentiality Agreement
SUBCHAPTER S CORPORATIONS
54 Noncompetition, Nonsolicitation, and Nondisclosure Agreement
55 Key Employees’ Stock-Option Plan
CORPORATE REORGANIZATIONS
56 Stock-Option Agreement
57 Agreement to Preserve S Corporation Status
58 Statement of Revocation of S Corporation Election
59 Type A Reorganizations: Agreement and Plan of Merger
60 Articles of Merger
61 Divisive Type D Reorganizations: Agreement and Plan of Corporate Separation
BUSINESS ACQUISITIONS
62 Type E Reorganizations: Agreement and Plan of Recapitalization
63 Notice of Special Meeting of Shareholders to Approve Proposed Merger
64 Plan of Conversion
65 Acquisition Due Diligence Checklist
66 Letter of Intent for Sale of Assets in a Company Acquisition
67 Letter of Intent for Sale of Stock in a Company Acquisition
68 Certified Resolutions Authorizing Sale of Business Assets
69 Agreement for Sale and Purchase of Business Assets
70 Stock Purchase Agreement
71 Promissory Note
72 Guaranty Agreement
73 Security Agreement
74 Pledge Agreement
75 Escrow Agreement for Pledge of Stock
76 Blank Stock Power
77 Closing Memorandum – Asset Purchase
78 Closing Memorandum – Stock Purchase
79 Opinion Letter—Sale of Assets
80 Opinion Letter—Sale of Shares
81 Officer’s Certificate to Support Opinion
INTELLECTUAL PROPERTY
82 Bill of Sale for Personal Property
83 Assignment and Assumption
84 Submitted Idea Agreement (Reverse Confidentiality Agreement)
85 One-Way Confidentiality Agreement
86 Mutual Confidentiality Clause
87 Mutual Confidentiality Agreement
88 Assignment or License by Independent Contractor, Hired to Create
89 Patent License Agreement
90 Patent Assignment
91 Copyright Assignment
92 Trademark Assignment
93 End User License Agreement
94 Software Development Agreement
95 Website/Mobile App Development Agreement
MISCELLANEOUS PROVISIONS
96 Online Services or Software-As-A-Service Agreement
97 Franchise Agreement
98 Miscellaneous Provisions
A special thank you to all our volunteer authors and editors for their time and contributions to this new edition. Order your copy today by visiting our online bookstore. You may also contact our CLE Service Center at (503) 431-6413 or 1-800-452-8260, x 413.