Transactional Assistance

For transaction assistance, working in an online workroom secured environment, Virtual Paralegal Services provides the following assistance:

Pre-Closing Assistance:

  • Closing Agenda: Prepare initial closing agenda or closing checklist together with a list of all assignments for which VPS can be responsible.
  • Assist in due diligence.
  • Assist in drafting request for due diligence documents or assisting in receiving and tracking due diligence documents.
  • Draft schedules.
  • Perform UCC financing statement searches; Prepare UCC chart with search results.
  • Perform other public records searches as required.
  • Initial Agreements and Documents: Draft initial drafts of ancillary agreements and documents such as:
  • Assignments.
  • Employment agreements.
  • Bill of sale.
  • Stock certificates.
  • W-9s.
  • FIRPTA Certificate 1445.
  • Deeds.
  • UCC Financing Statements.

Closing Certificates: Draft closing certificates such as:

  • Secretary’s Certificates.
  • Officers’ Certificates.
  • Merger certificates.
  • Charter amendments (name change, etc.).

Corporate Authorization

  • Draft stockholders and directors consents.
  • Obtain long and/or short good standing certificates for all applicable entities, domestic and foreign.
  • Obtain tax good standing certificates (as required).
  • Restore to good standing (if required).
  • Order certified copies of charter.

Closing Assistance:

  • Provide transaction assistance.
  • Finalize documents, separating signature pages for execution and preparing correct number of signature pages for the closing including signature tabs.
  • Coordinate obtaining signatures.
  • File charter amendments; UCC financing statements and assist in fulfilling any other closing conditions.

Post-Closing Assistance

  • Track post-closing matters.
  • File appropriate originals in minute book.
  • Revise closing agenda into closing index for binder.
  • File post-closing filings (i.e. trademark assignments).
  • Prepare initial closing binders.
  • Work with printer to make copies and distribute.
  • In transactions involving private equity, VPS provides blue sky assistance.