provides the following services regarding minute books and company records books:

Initial Minute Books: At the incorporation/formation of the company, VPS creates a simple, cost-effective minute book that includes:
- Tabbed sections
- An index
- An easy reference summary sheet providing all company information.
- A qualification chart (if applicable).
Reconstruction Services: In cases where the company’s minute book has not been kept up to date, VPS will:
- Cost-effectively research domestic and foreign state filings.
- Compile records from closing materials and other sources to reconstruct the history of the company.
- Recommend any amendments to the company’s charter or bylaws that may be beneficial based on updated state laws.
- Prepare directors’ and stockholders’ consents as necessary to ratify prior actions.
- Prepare minute book including summary sheet and minute book index.
- Prepare qualification chart listing all states where company is qualified together with dates of qualification/registered for the minute book.
- Coordinate signatures.
- Follow up on any annual report filings and/or good standing issues.
- Reinstate company in any applicable states.
- Track and recreate stock history.
- Create loss affidavits and replacement stock certificates.
- Prepare secretary’s certificate attesting to correct records (if required) Also see Stock Issuance.
Prepare an electronic version of the minute book for you to share with your client.

For tax assistance, Virtual Paralegal Services provides:

Prepare SS-4 applications for incorporations, mergers and conversions.
Prepare and file IRS Form SS-4; Act as third party designee to obtain taxpayer identification numbers.
Prepare and file IRS form 966 for corporate dissolutions.
Prepare and file IRS form 2553 for S Election or Qualified Sub Chapter S.
Prepare 83(b) filings.
Prepare request for tax certificates and follow up with appropriate agencies.
Prepare request for tax lien waiver and follow up with appropriate agencies.
Prepare 1023s for non-profit corporations.

TRANSACTIONAL ASSISTANCE

For transaction assistance, working in an online workroom secured environment, 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.

INFORMATION SPECIFIC FOR LEGAL DEPARTMENTS

provides paralegal assistance to legal departments for paralegal projects (i.e., reviewing contract or lease files, organizing e-files, organizing company records books, managing subsidiary reorganizations, assisting in due diligence, post-merger clean-up, etc.).

differs from traditional temporary or contract help because we establish a client relationship. When you call you always speak with coordinator or your assigned paralegal. Since all VPS paralegals are senior paralegals with substantial corporate experience and training, we can quickly become an extension to your team and you can be confident that your projects will be handled professionally and in a timely manner.

is a highly efficient, economical way to keep your legal budget under control, while maintaining the excellence you demand of your in-house legal group.

Although is available for any project you may need, the following projects are commonly requested:

Contract Administration and Maintenance

Review and organize all contracts.
Highlight any contracts that require execution or have execution issues.
Prepare a contract spreadsheet summarizing all pertinent information, including renewal dates.
Prepare contract abstracts.
Create PDF contract file.
Input information into Sales Force or other contract software.

Lease Administration and Maintenance

Review and organize all leases.
Highlight any leases that require execution or have execution issues.
Prepare a lease spreadsheet summarizing all pertinent information.
Prepare lease abstracts.
Create PDF lease file.

Intellectual Property Administration and Maintenance

Review and organize all trademarks, service marks, copyrights and patents.
Prepare an IP spreadsheet summarizing all pertinent information.
Create PDF IP file.

SEC Securities Issues

Assist with the filing of Forms 3, 4 and 5.
Assist with other SEC filings.
Perform research for SEC filings.

Corporate Housekeeping/Maintenance

Review and/or reconstruct corporate and subsidiary minute books.
Update domestic and international corporate records.
Create organization chart.
Draft required consents and minutes including ratification.
Organize corporate records using software systems such as Corporate Focus or Corporate Compliance Manager.

DISSOLUTIONS

dissolves a business entity for our attorney clients, whether it is a corporation, limited liability company or limited partnership, we provide the following assistance:

Checking the status of the entity in the state of incorporation/formation.
Prepare and apply for any required tax clearances.
Draft (as appropriate to the particular entity):
- - Annual reports where required.
- - Articles or certificate of dissolution.
- - Plan of liquidation (if appropriate).
- - Consent of stockholders, directors, managers and/or members.
- - IRS Form 966 (if applicable).
- - Secretary’s Certificate to accompany Form 966 (if applicable).
- - Notice to the applicable department of revenue(s).
Check status of states where the company is qualified.
Prepare withdrawals for any respective state.
Prepare and apply for any required tax clearances.
Coordinate signatures.
Follow up on any tax clearance issues.
File articles or certificate of dissolution/cancelation.
File certificates of withdrawals (if any).
File department of revenues notices (if any).
File IRS Form 966 (if required).

LITIGATION SERVICES

General Description:

Virtually assist attorneys in project management and all aspects of the litigation process, from the discovery period through the trial and onto post-trial findings and appeals. Assist in drafting documents, such as pleadings and other commonly used legal documents for attorneys. Perform legal and investigative research. Assist with coordinating document productions, document review for responsiveness, privilege, and other substantive or objective criteria; factual research; document analysis; legal research.

Electronic Document Management:

Utilize, create or establish procedures to be able to organize, coordinate, and retrieve documents/files.
Create and maintain electronic case files (which would correspond to physical files).

Discovery:

Assist with electronic document organization/production, including indexing of documents and maintaining files.
Interact with clients and outside entities, such as government agencies, expert witnesses, corporations, and other law firms to gather information or data.
Review and analyze documents for production; categorizes documents by subject; prepare chronologies of facts; create charts; perform calculations and statistical analyses; review transcripts for specific references.
Review and draft correspondence, interrogatories and requests for production of documents (and responses), as well as financial statements and any other pleadings or routine legal documents.
Conduct factual research: gather relevant information from various resources (i.e. internet, libraries, etc.).
Prepare for depositions, including compiling documents relevant to the deponent, including compiling exhibits.
Digest transcripts to summarize highlights of a proceeding or search for specific issues.
Perform public records research of all kinds (i.e. dockets, bankruptcy dockets, secretary of state records, etc.).

Trial:

Prepare for trial, including: electronic organization of exhibits, files and all other supporting documents.
Assist with the preparation of motions, including electronically compiling relevant documents, proofreading and putting together exhibits and indexing documents for a table of contents.
Electronically prepare binders per witness, which contain interview memos, digests and relevant documents.
Electronically prepare binders for any subject matter.
Conduct various document searches and factual research, including electronic searches when applicable.

Post-Trial:

Analyze and review various documents to determine the necessary information, including compilation of findings.
Perform factual research to identify issues and relevant matters.
Cite and fact check legal briefs; electronic assembly of exhibits and appendices for court papers.
Compile information concerning issues identified by attorneys and prepare documentation or statistics, charts,
graphs, databases, etc. as appropriate which clearly detail the findings.

INCORPORATIONS AND FORMATIONS

When forms an entity for our attorney clients, whether it is a corporation, limited liability company or limited partnership, we provide the following assistance:

Checking the name in the state of incorporation/formation.
Present solutions to resolve any name conflicts.
Draft (as appropriate to the particular entity):
- Incorporation/formation documents (customized to your preferences) including indemnification of the officers, directors, managers and/or members.
- Bylaws or operating agreement.
- Incorporator’s consent.
- Organizational directors’ consent or managers/members consent.
- IRS Form SS-4.
- Stock subscription agreements.
- Stock certificates.
- Stock ledger.
- Stockholders agreement (basic).
- IRS Form 2553 (s-election if applicable).
Coordinate signatures.

WITHDRAWALS

When withdraws a business entity for our attorney clients, whether it is a corporation, limited liability company or limited partnership, we provide the following assistance:

Checking the status of the entity in the state of incorporation/formation.
Prepare and apply for any required tax clearances.
Draft (as appropriate to the particular entity):
- Annual reports where required.
- Articles or certificate of withdrawal.
Notice to the applicable department of revenue(s).
Coordinate signatures.
Follow up on any tax clearance issues.
File articles or certificate of withdrawal.
File department of revenues notices (if any).
Prepare an electronic version for you to share with your client.
Notify the registered agent that services are no longer required in all relevant states; so that all future invoicing ceases.
In affiliation with National Registered Agents, Inc.

ANNUAL MAINTENANCE

For annual maintenance and reports, Virtual Paralegal Services provides:

Check good standing status at secretary of state at domestic and all foreign states.
Prepare Stockholders’ annual consent/minutes.
Prepare Directors’ annual consent/minutes.
Prepare annual reports for domestic state.
Prepare annual reports for foreign states.
Coordinate signatures.
File annual reports.
Create and/or update minute book summary sheet and foreign qualification spreadsheet as required.
Create and maintain an Excel spreadsheet of all foreign states containing important information and filing requirements.
Set up and maintain any software system (such as Corporate Focus or Corporate Compliance Manager) to maintain and track corporate governance requirements.

DUE DILIGENCE

For due diligence assistance, working in the online workroom of your choice, Virtual Paralegal Services provides:

Assist in drafting request for due diligence documents or assisting in receiving and tracking due diligence documents.
Create diligence checklist and tracking methods.
Review diligence materials.
Prepare tracking charts for outstanding issues such as third party consents.
Review and research licenses and permits.
Review and research intellectual property issues, including assignability and transferability.
Review minute book and other company records to ensure statutory requirements have been met.
Verify existence and good standing of constituent entities.
Research relevant issues.
Public Records Research: Perform online and off-line public records research of all kinds:
- SEC filing
- Litigation dockets
- Bankruptcy dockets
- Dun & Bradstreet reports
- Federal and state tax liens
- Financing statements
- Intellectual property
- Secretary of state records
- File or retrieve financing statements at registries of deeds or other county recorders.
Obtain apostilles and international authentications.
Draft disclosure schedules

INTELLECTUAL PROPERTY

For intellectual property assistance, Virtual Paralegal Services provides:

Trademarks

Conduct trademark, service mark searches online, searching USPTO, state web sites, general Google search, WhoIs URLs.
Search international registrations via Madrid Express Database.
Order full trademark search from your preferred provider.
File federal trademarks online.
Prepare and file state trademark/service mark filings.
Prepare and file trade name and business certificates.
Track trademark/service mark renewal requirements.

Draft:

Affidavit of Use and Contestability.
Assignment of Trademarks and Service Marks.
Intellectual Property Security Agreement.
Intent to Use.
Trademark and Service Mark License Agreement.
Trademark Cease and Desist Letter.

Copyrights

Perform copyright and Digital Millennium Copyright Act (DMCA) Agent searches online.
File DMCA Agent registration with the Library of Congress.
Prepare and file copyright applications.
Prepare and file supplemental copyright registrations.