Special Counsel is currently recruiting a full-time Business/Corporate Paralegal for a downtown law firm. The Business/Corporate Paralegal will assist the corporate, finance and real estate sections. Ideal candidate will be responsible for all aspects of corporate formation, organization of limited liability companies and limited partnerships, entity mergers, conversions, dissolutions, perform research and conduct due diligence reviews, drafting operating agreements, business related agreements and corporate resolutions, experienced with 34 Act reporting for public companies, provide transactional assistance with registration statements filed under the Securities Act of 1933 including experience with secondary public offerings, private placements, and state securities filings. Competitive salary and benefits package.
Formation of Entities in Ohio and Other States:
Corporations (C Corp. (profit and non-profit) and S Corp.)
Limited Liability Companies; and
Perform name availability searches
Prepare name reservation or registration form, as needed; and
Draft and file articles of incorporation or organization, certificates of incorporation or certificate of organization, or certificate of limited partnership.
Tax Filings for Entities:
Prepare and file on-line Form SS-4 to obtain EIN#; and
Prepare and fax Form 2553 to make an S-Election. Governance of Entities in Ohio and Other States
Governance of Entities in Ohio and Other States:
Draft and file amendments to articles or other related documents
Draft and file documents to qualify corporations, limited liability companies and partnerships as foreign entities in other States
Draft and file Statements of Continued Existence of Corp-Non-Profits; and
Draft and file Reinstatements of Businesses.
Maintenance of Corporate Record Books:
Draft proceedings of incorporator, shareholder or director
Draft Code of Regulations, Bylaws, Operating Agreements or Partnership agreements, and amendments thereto
Draft minutes of organizational meetings of shareholders, board of directors, or members, or written consents in lieu of meeting
Assemble and maintain minute books
Maintain lists of shareholders, members or partners
Draft Subscription Agreements
Prepare Stock Certificates or LLC Member Interest Certificates
Prepare Ledgers and Journals
Prepare and file assumed name certificates, as needed
Prepare documents necessary to issue and transfer stock (e.g., stock powers, investment letters, subscription agreements)
Draft forms for public companies as required by Section 16 and other securities regulations; and
Draft resolutions for consideration by board of directors, shareholders or members.
Obtain Certified Documents for Entities in Ohio and Other States
Obtain on-line or by fax Certificates of Good Standing or FFE Certificates; and
Obtain on-line or by fax certified Articles or other charter documents.
Dissolution of Profit and Non-Profit Corps in Ohio and Other States
Draft and file Certificate of Dissolution, and accompanying documents
Notice of Dissolution to Creditor and Claimants against Corporation
Draft and serve Affidavit of Dissolution upon OBWC, OJ&FS and ODT
Draft Affidavit of Personal Property, if applicable; and
Arrange notice in local paper of dissolution of company
Financing Statement Filings (UCC) in Ohio and Other States
Conduct UCC lien searches with appropriate State and local agencies
Draft and file UCC financing statements and subsequent amendments, assignments or terminations with appropriate State and local agencies; and
Provide transactional assistance with registration statements filed under the Securities Act of 1933. This work includes experience with secondary public offerings, private placements, and state securities filings.
Drafting, Reviewing and Filing Deeds
Draft General Warranty Deeds, Limited Warranty Deeds, Quit Claim Deeds
Fiduciary Deeds, TOD Affidavits, Affidavits of Surviving Spouse, Affidavits of Fact and Certificates of Trust
Fill out DTE Form 100-ex, Statements for Reason from Exemption for Conveyance fee; or DTE 100, Real Property Conveyance Fee statements; and
Prepare deeds and conveyance fees forms for filing with County Recorder's
Audit Letters Other than ERISA Plans
Scan in letters into client file and calendar response
Request from Accounting timekeeper list, outstanding bills and bills paid during the time period requested and prepare Electronic Audit Inquiry Memo to timekeepers who worked on client file
Would you like to learn more about the Business/Corporate Paralegal position that Special Counsel is recruiting for in Cleveland, Ohio? If so, then please submit your resume below. Or, visit our website at www.specialcounsel.com to apply or consider other available opportunities with us.
Equal Opportunity Employer/Veterans/Disabled
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The Company will consider qualified applicants with arrest and conviction records