Incorporated Entities

Business Organizations:
Incorporated Entities

This page summarizes the Incorporated Entities Advanced Paralegal Certification. Use the links below to review the items, register or login to the course. If you have not already registered as a user on the NALA APC web site, click "Register for the Course." If you have already registered for this or another APC course, you have already created a user account, click "Login."

Prerequisite Knowledge

Learning Contract

Register for the Course

Course Description

This course covers both general concepts and specific techniques used in corporate law, from incorporation to merger or dissolution. The course reviews:

• Agency law
• Business structures

The Business Organizations Incorporated Entities APC course relies on student participation through scenarios, case studies, and internet research. Upon completion of the course, paralegals will have completed exercises involving:

• Incorporation procedures
• Selecting and reserving a corporation’s name
• Documenting the articles of incorporation
• Comparing state and MBCA incorporation filing
• Creating an agenda and meeting notes for the organizational meeting
• Comparing state and MBCA requirements for organizational meetings, meeting notices, and naming the corporation
• Creating a resolutions
• Distinguishing characteristics of stock and bonds
• Comparing SEC and MBCA definitions of “securities”
• Locating and examining SEC forms on EDGAR
• Comparing state statutes and the MBCA approach for: par value requirements, provisions for issuing additional stock, amending the articles of incorporation, methods of acceptable securities registration, location of state securities regulator
• Comparing state blue sky laws to the Uniform Securities Act
• Determining the life stage of publicly traded corporate stock
• Completing a stock history form
• Computing filing fees
• Determining assets, liabilities, and stockholders equity from the balance sheet
• Determining different types of quorums
• Comparing procedures to file state annual reports
• Identifying the use of forward-looking statements and safe harbors
• Examining annual report to shareholders for format and language
• Researching a nonprofit’s status, registration, and tax exempt status
• Setting up an S corporation
• Exploring virtual data rooms
• Checking MBCA requirements for a plan of merger, articles of merger, and a share exchange
• Examining MBCA requirements to revoke the dissolution of a corporation

Reading exercises include review and analysis of current articles on:

• Section 351 Transfer Forms
• Private equity securities
• Securities industry vocabulary
• Google IPO
• Business structures: LLCs, LPs, LLPs, LLLPs
• Mergers and Acquisitions
• Due Diligence
• Business courts

Fee:

$250
NALA Members

$300
Non Members

Course Modules

The Advanced Paralegal Certification course on Incorporated Entities consists of successful completion of 10 modules of text, assessments, and assignments. The modules and their objectives are as follows:

1.	Introduction We start the course with a brief look at the history of corporations, followed by a discussion of agency relationships. Last, we introduce corporations: types, advantages, governance, and power.
2.	Incorporation Here, we cover the rights and responsibilities of the incorporators, including drafting the articles of incorporation and corporate bylaws, registering, and filing for incorporation. We also discuss the consequences of defective incorporation.
3.	The Organizational Meeting In this module, we discuss and practice creating agendas, meeting notes, minutes, and resolutions, especially as they relate to the Organizational Meeting. Further, we explain the roles of the directors and shareholders and provide background on S corporation election.
4.	Corporate Securities Corporate securities fund corporate startups and growth. We describe equity securities, debt securities, and federal and state filing of securities.
5.	Issuing Stock The life cycle of stock is the base of this module. We define common, but often confusing, terms. We teach you how to keep a stock transfer ledger and read a balance sheet.
6.	Corporate Management Or, “Who Does What?” We detail the rights and responsibilities of shareholders, directors, and officers. You learn to determine voting rights and quorums.
7.	Annual Reports We discuss and examine examples of annual reports to the state and SEC, and annual reports to shareholders. Key topics include forward-looking statements and safe harbors.
8.	Corporate Structures We outline the characteristics of corporate and hybrid or newer business structures in this module and then challenge you to explore some of the statutes and forms used in these businesses.
9.	Extraordinary Actions Extraordinary corporate activities include amending the articles of incorporation, mergers, sale of assets, and dissolution. And that’s what this module is all about.
10.	Upcoming Issues In our last module, we look ahead to upcoming changes that may affect the practice of corporate law. We also give tips on how to keep up with those changes and staying organized.

APC COURSES