Chapter 4 Assignment: Putting It All Together

Chapter 4 Assignmentchapter 4 Putting It All Togetheryour Office Has B

Chapter 4 Assignment chapter 4 Putting It All Together your Office Has B

Prepare articles of incorporation for the formation of Roaring Twenties, Ltd., a corporation in your state, based on the provided scenario. The corporation will be involved in land development, including a senior citizen theme park called Victorian Village, a shopping mall, condominiums, and single-family homes. The promoters—Lief Pyle, Arnold Prunes, and Stan Strait—will serve as the sole incorporators, directors, and stockholders. They plan to contribute $100,000 each, with authorization for 100,000 shares at a par value of $100. Pyle will be the designated registered agent.

Paper For Above instruction

In the formation of a corporation, the articles of incorporation serve as the foundational document that establish the existence of the entity under state law. For Roaring Twenties, Ltd., the articles must include specific information such as the corporation's name, purpose, registered agent, incorporators, shareholders, share structure, and other statutory requirements as mandated by the Florida Department of State (SunBiz).

The articles should begin with the corporate name: Roaring Twenties, Ltd., ensuring that the name complies with state naming conventions, including the inclusion of “Limited” or “Ltd.”. The purpose clause should explicitly state the business activities, such as "land development, including a senior citizen theme park, shopping mall, condominiums, and single-family homes." The registered agent is Lief Pyle, whose address must be included. The incorporators are Lief Pyle, Arnold Prunes, and Stan Strait, each of whom will be listed with their respective addresses.

The share structure indicates an authorized capital of 100,000 shares with a par value of $100 each. The contribution of $100,000 from each promoter as stock purchase should be documented, reflecting their ownership stake. The articles should specify that the initial stockholders are the three promoters, and that they will be the only stockholders and directors upon formation.

Additionally, the articles must include provisions for appointment of the registered agent, and any other statutory clauses such as limitations of director liability, indemnification, or other provisions mandated by Florida law. Once drafted, these articles should be reviewed for compliance and then filed with the Florida Division of Corporations via the SunBiz portal. Proper filing fees should accompany the submission, and the corporation will be officially recognized upon approval.

Wills and Trust Assignment

Clients Ward and June Cleaver wish to create a joint will and a trust for their children, Wally and Beaver Cleaver. The documents should be prepared as separate but related legal instruments, each starting on a new page, and not exceeding two pages in length. Both documents will identify Ward and June as testators and settlors, using the pronoun "We" to reflect their joint intentions.

The joint pour-over will will specify that upon the death of the second spouse, all estate assets, including a $100,000 bond from Coca-Cola, will pass into the trust. This will ensure that the estate is directed into the trust for management and distribution according to the terms. The will will also designate Wally Cleaver as the successor Personal Representative (Executor), with Beaver Cleaver as an alternate if Wally is unable to serve.

The trust will be established for their two children, with equal shares, and will be structured to terminate when each child reaches age 35. Until then, income will be distributed to the children without discretion. Upon reaching age 35, the principal will be distributed outright, terminating their interest in the trust. The trust will specify that the initial property assets include the $100,000 bond, with the rest passing into the trust via the pour-over provision in the will. The trust will also appoint Wally Cleaver as the successor trustee if necessary.

Both documents should clearly outline the children's names, dates of birth, and the trustees involved. The estate planning aims to ensure a seamless transfer of assets, respect for the clients' wishes, and efficient estate administration, adhering to Florida law regulations and estate principles.

References

  • Florida Division of Corporations. (n.d.). Articles of Incorporation - SunBiz. https://dos.myflorida.com/sunbiz/
  • Hood, K. (2018). Business Formation and Registration Process in Florida. Florida Bar Journal.
  • Blumberg, M. (2020). Estate Planning in Florida: Wills, Trusts, and Probate. Florida Estate Law Review.
  • Kellogg, K. (2019). Drafting Effective Will and Trust Documents. Journal of Legal Practice.
  • Johnson, R. (2017). Corporate Law and Formation in Florida. Law Journal of Florida.
  • Golden, S. (2021). Estate Planning Strategies for Florida Residents. Estate Planning Magazine.
  • Smith, J. (2022). The Role of Registered Agents in Corporation Formation. Business Lawyer Journal.
  • Florida Statutes Chapter 607. (2020). Florida Business Corporation Act. https://www.flsenate.gov/Laws/Statutes/2020/Chapter607
  • Personal Finance Law Blog. (2021). How to Draft a Pour-Over Will and Trust in Florida.
  • American Bar Association. (2023). Estate Planning and Probate Practice in Florida. ABA Publishing.

Related Assignments