Annual Shareholder Meeting Minutes – What Should You Include?

Whether you have one shareholder or many, all states require corporations to hold an annual shareholder meeting and record the minutes. Most corporations, especially smaller organizations, only hold one meeting a year, therefore making recording the meeting very important. Recording the minutes properly can be a tedious task. The paralegals at Virtual Paralegal Services are […]

International Corporate Contracts

There are two bodies of law that govern international contracts: the Uniform Commercial Code (“UCC”) of America and the United Nations Convention on Contracts for the International Sale of Goods (“CISG”), which is an international body of law. It is important to know and understand a client’s business goals to better represent them regarding corporate […]

New Rules Regarding Loan-Backed Securities

Recently, the Securities and Exchange Commission (“SEC”) unanimously adopted new rules concerning loan-backed securities linked to autos and mortgages. Loan-backed securities generally are created by bundling a large number of loans, which are then securitized and sold to investors. The new rules take effect in 60 days. Why the Changes to Loan-Backed Securities? Securities backed […]

Ratifying Unauthorized Corporate Acts with a Certificate of Validation

Effective on April 1, 2014, Title 8 Section 204 of the Delaware General Corporation Law provided a means of ratifying a defective corporate act. A “Defective corporate act” is defined as “an over issue, an election or appointment of directors that is void or voidable due to a failure of authorization, or any act or […]

Securities and Rule 144A

144A is a SEC rule that allows (within specified circumstances) qualified institutional investors to trade unregistered securities on the NASDAQ Portal Market for investment purposes – but not for resale to the general public. The purpose of 144A is to enable a more efficient and liquid resale market for unregistered securities. This makes it easier […]

1099 Independent Contractors – Are you Compliant?

In a study conducted by Intuit, 40 percent of the American workforce will be freelancers, contractors, and temp workers by 2020. Even now, many companies are replacing some of their full-time employees with part-time professionals, freelancers, and independent contractors. Some are keeping a present employee, but changing the status from employee to independent contractor. The […]

Certificate of Validation

Delaware House Bill 127 introduces a new filing authorizing a Delaware corporation to ratify defective corporate acts, over-issued, or putative stock. A Certificate of Validation will have to be filed if the defective act or stock is ratified. The basic filing fee will be $2,500. If the Certificate is used to increase capital stock retroactively, […]

The Importance of Annual Maintenance

In order to maintain the limited liability protection afforded legal entities organized under the laws of a jurisdiction, entities must follow certain legal requirements pursuant to the laws of its state of formation. Failure to follow these legal requirements may cause a court to “pierce the corporate veil” by treating the obligations and liabilities of the entity as the obligation […]

IRS Revises Process for Issuing EINs

As of 1/1/2014, the IRS has revised its process for issuing EINs.  The phone in option has been removed.  Therefore, if an EIN is not issued using the online application, the only option is to fax the application to the IRS.  The IRS then issues the EIN via fax within 4-7 business days. There are […]