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Title : Corporate Paralegal
Location : Florida - OrlandoRefer to Job # EEKD840670
Corporate Paralegal The candidate will check name availability and subsequently draft and file articles/certificates of incorporation, organization and formation (and dissolution), articles/certificates of conversion, mergers, and similar filings in various U.S. state jurisdictions, including drafting of purpose clauses, special stock provisions for corporations, and other governing documents, including but not limited to bylaws or operating agreement; notices and minutes, or consent, of organizational meeting; stock certificates, legends, and stock ledger; and authorizing resolutions. Draft and file fictitious/dba name applications. Draft and file various federal and state forms including Application for Employer Identification Number; Election by Small Business Corporation and subsequent shareholders' consents to such election under Subchapter S; documents necessary to qualify/register as foreign entity in other states; and annual reports/franchise tax filings. Apply to proper licensing body when forming professional or special purpose corporations. Prepare and file annual reports and amendments to qualification/registration papers or documents in various U.S. state jurisdictions. Maintain tickler system for annual meetings and draft documents for such meetings including notices, affidavits of mailing, agenda, ballots, oaths of judges of election, shareholders' and directors' minutes, or written consents in lieu of the above. Prepare stock powers, stock purchase/assignments, and agreements, and otherwise handle stock transfers. Obtain certified copies of corporate status/good standing documents as required. Participate in due diligence investigation and maintain files and indices of documents produced in connection therewith. Draft closing checklists and closing memorandum. Obtain consents to assignments, releases, and signatures on consent resolutions and other documents as appropriate. Manage assembly and execution of documents at closing. Prepare closing files and closing binders/transcripts. Prepare and file financing statements, UCC agreements or amendments, and related documents. Order/obtain lien and judgment searches. Draft appropriate certificates and closing statements; coordinate disbursements of funds. Bachelor's degree, paralegal certification or degree, or appropriate combination of education/experience is required.
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