Practice Forms provide law students and attorneys with practical advice on various procedural aspects of litigation. Form books supply attorneys with the boiler-plate language that is standard for a particular legal form. The attorney can then use this language when drafting a business form and can fill in the specific information related to his client’s company. Many times they give step-by-step instructions and other useful tools that both save the attorney time and aid him in drafting legal documents. The form book, North Carolina Corporation Law & Practice Forms by James Snyder, Jr. (Thompson/West, 2003), does all of these same things for various business entities across the business cycle, from starting up to winding down.
For the past year, I’ve been interning at a company’s legal department. I love working in the corporate realm and plan to continue to pursue a career in corporate law. Accordingly, I chose North Carolina Corporation Law & Practice Forms because I thought it would be helpful to have a solid understanding of corporate practice forms – not only for my current internship, but also for my future legal career. This form book is divided into the following three chapters: 1) Business Corporations, 2) Incorporation, and 3) Other Business Entities. The back of the book also contains the following three appendices – Comparison of Forms of Entity – Nontax and Tax Considerations Matrices, Incorporating Your Business in North Carolina, and Nonprofit Corporations. The book begins with a detailed table of contents, and the back pocket contains a cumulative supplement that was issued in December 2011. The supplement contains updates for the first and third chapters of the book.
Chapter One: Business Corporations is divided into 141 subtopics and their corresponding forms, listed and organized chronologically by the events in a corporation’s life, beginning with an Agreement to Incorporate. Chapter 2: Incorporation is divided into the categories Business and Nonprofit Corporations and Nonprofit Corporations. Each category is further divided into different subtopics, beginning with incorporation and ending with merger and dissolution. This helps the attorney select the form pertinent to her client’s transaction. Chapter Three: Other Business Entities is divided into the following eight categories: 1) Limited Liability Companies, 2) Limited Partnerships, 3) Limited Liability Partnerships, 4) Registered Limited Liability Limited Partnerships, 5) Professional Corporations, 6) Professional Limited Liability Companies, 7) General Partnerships, and 8) Cooperative Associations. These categories are further divided into 73 different subtopics; an organization, seen throughout the resource, which helps the attorney locate the right form for his client’s business entity and tailor it toward the particular facts of the transaction.
North Carolina Corporation Law & Practice Forms can be found on WestlawNext by drilling down in accordance with the following navigational path: “Browse: All Content” > “Secondary Sources” > “North Carolina” > “Forms” > “North Carolina Corporation Law & Practice Forms.” It can also be located in the Charlotte School of Law library in the “Reference: Carolinas” section by using the following call number: KFN7613.A65 S69 2003.
To demonstrate how easy it is to search and navigate this form book, let’s conduct a hypothetical search. Suppose I needed to look for a standard form for the Articles of Dissolution for a Limited Liability Company. Having drilled down to North Carolina Corporation Law & Practice Forms on WestlawNext, I am ready to search within the resource. Relevant search strings might be “articles of dissolution limited liability company;” “articles of dissolution” & “limited liability company;” or “articles of dissolution.” The result page from each search string returns the correct form for the Articles of Dissolution for a Limited Liability Company in North Carolina, specifically § 3:18 Articles of Dissolution. But, it’s worth noting that the more specific search string – the second one that made use of the connector “&” – returned more top results that were the most relevant. § 3:18 Articles of Dissolution includes such information as the name of the company, date of the filing of the Articles of Organization, reason for dissolution, effective date, and signature of the person filing the form. Having located the right form, I can appropriate much of the boiler-plate language and fill-in only the information specific to my client’s business or transaction.
North Carolina Corporation Law & Practice Forms is an extremely useful resource for corporate attorneys who need to quickly find the correct form to address their business clients’ various transactional needs.
~ Rebecca Reynolds, L’14 ~
Class Advisor – Cory M. Lenz, Esq.