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Title : Corporate/transactional Paralegal

Location : California - San Francisco
Refer to Job # JLWY732224

Corporate/Transactional Paralegal The candidate will be responsible to handle formation of new entities, including corporations, limited liability companies, partnerships, for profit benefit corporations and non-profits in Delaware and California. Create basic organization documents, including articles or certificates of incorporation, amendment and dissolution, initial stock purchase agreements, stock certificates and stock ledgers, operating agreements, and written consents. Prepare and file statutory filings with Secretaries of State, including annual statements of information, amendments, conversions, mergers, and dissolutions. Complete and file Forms SS-4 to obtain EINs, as well as complete and file Fictitious Business Name Statements with the appropriate County Clerk's Office. Draft minutes, resolutions, and consents. Compile and maintain minute books and stock ledgers. Order lien searches and summarize lien search results. Prepare and file grant deeds, quitclaim deeds and PCORs. Calculate Delaware franchise tax (both methods); also calculate franchise tax for other jurisdictions. Assist with filings needed by the SEC, IRS, State agencies and other regulatory bodies, including Form D, California 25102(f) and 25102(o) notices, financing statements and subsequent amendments, assignments, or terminations. Assist with securities filings, including Forms 3 and 4. Administer tracking system for periodic filings and other ongoing obligations. Participate in closings and post-closing activities, including : prepare initial draft of closing checklist, organize and maintain closing files, closing book index, written consents, approvals of transaction agreements, certificates and disclosure schedules; order certified copies and good standing certificates; handle distribution and collection of signature pages, agreements and original certificates (e.g. stock certificates, unit certificates and notes); and provide other general support. Respond to requests for information. Perform legal research to assist attorneys. Interface with corporate service providers, including statutory registered agent services and notaries. Provide direct support and service to clients, using discretion to decide when to handle matters independently and when to involve an attorney. Provide general paralegal support to partners and associates. Work with attorneys, paralegals and staff on special projects and initiatives. The candidate must have a paralegal certificate and 2 to 5 years of paralegal experience assisting with all corporate governance matters for private companies, as well as experience in the areas of venture capital finance, emerging growth companies, private equity, mergers and acquisitions, public company securities and tax is necessary. Must have a Bachelor's Degree. A Paralegal Certificate from ABA-approved paralegal program is necessary. Understanding of various states' incorporation rules, corporate filing guidelines and required documentation for corporate matters, including business formation, dissolution, and mergers and acquisitions is needed. Experience in the areas of real estate acquisition, leasing, management and disposition is preferred. Excellent planning and organization skills are must including the ability to manage a number of projects concurrently and strong attention to detail. Excellent communication and interpersonal skills; positive and driven attitude are needed. Must be able to work well under pressure and maintain all deadlines, and be able to adapt to multiple, conflicting and / or shifting deadlines. Solid technology skills and knowledge of key software systems, particularly MS Office Suite (Microsoft Excel and Adobe Acrobat Pro DC) and InTapp Time are desired. Experience and interested in using technology tools to assist clients (for example, Carta, Kira Systems and Contract Express) is critical.

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