Business/Corporate Paralegal

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
  • Limited Partnerships
  • 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 to apply or consider other available opportunities with us.

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