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  • Sale!

    Certificate of Incorporation (Articles, Restated)

    $99.00 $49.00

    The "Articles of Incorporation" (sometimes also referred to as the Certificate of Incorporation or the Corporate Charter) are the primary rules governing the management of a corporation in the United States.

    The Certificate of Incorporation is a key document produced in connection with a venture capital portfolio investment. Among other things, the Corporation’s Certificate of Incorporation establishes the rights, preferences, privileges and restrictions of each class and series of the Corporation’s stock.

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    Corporate Term Sheet (Material Terms and Conditions of Business Agreement)

    $99.99 $49.99

    This term sheet is a bullet-point document outlining the material terms and conditions of a business agreement. After a term sheet has been "executed", it guides legal counsel in the preparation of a proposed "final agreement". It then guides, but is not necessarily binding, as the signatories negotiate, usually with legal counsel, the final terms of their agreement.

    This term sheet includes conditions for financing a startup company. The key offering terms in such a term sheet include (a) amount raised, (b) price per share, (c) pre-money valuation, (d) liquidation preference, (e) voting rights, (f) anti-dilution provisions, and (g) registration rights.  It also offers a number of possible terms which the purchaser can use to customize his or her deal.  

    DISCLAIMER: THIS DOCUMENT IS INTENDED TO SERVE AS A STARTING POINT ONLY, AND SHOULD BE TAILORED TO MEET YOUR SPECIFIC REQUIREMENTS. THE DOCUMENTS SHOULD NOT BE CONSTRUED AS LEGAL ADVICE FOR ANY PARTICULAR FACTS OR CIRCUMSTANCES.  PURCHASE OR USE OF THIS DOCUMENT DOES NOT CREATE AN ATTORNEY/CLIENT RELATIONSHIP.  YOU SHOULD ALWAYS CONSULT WITH AN ATTORNEY BEFORE EXECUTING A LEGAL DOCUMENT.

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    I-130 Petition (How to Guide)

    $125.00 $100.00

    This I-130 (How to Guide) provides a brief, but sufficiently detailed, summary to guide you through the preparation, filing and payment for an I-130 petition with USCIS.  Regularly updated by The Callan Law Firm, P.C., this guide offers a succinct summary of the procedural steps necessary to complete your I-130.  In addition, the guide points out particular problem areas which sometimes arise, which often justify the hiring of an attorney to assist in the proper management of an I-130 petition.  Although it is almost always better to hire an attorney to ensure proper representation with complex legal matters, this guide offers some assistance to those unable to afford an attorney.  In addition, in the event that you decide to retain The Callan Law Firm, P.C. to assist in the representation of your I-130 petition, you will receive a credit towards our usual I-130 flat fee in the amount of your payment for this guide.

  • Placeholder Sale!

    INVESTORS’ RIGHTS AGREEMENT

    $99.00 $49.99

    The use of an Investors Rights Agreement can enable a corporation to make a potential investor feel comfortable enough to acquire a minority interest in a closely held company or make a loan to a company that would otherwise be unable to attract capital.

    This Investors’ Rights Agreement covers many different subjects for you to choose from. The most frequently used are information rights, registration rights, contractual “rights of first offer” or “preemptive” rights (i.e., the right to purchase securities in subsequent equity financings conducted by the Company), and various post-closing covenants of the Company.

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    Operating Agreement (Virginia LLC Operating Agreement)

    $150.00 $75.00

    An operating agreement is an agreement among limited liability company ("LLC") Members governing the LLC's business, and Member's financial and managerial rights and duties.[1] Many states in the United States require an LLC to have an Operating Agreement. LLCs operating without an Operating Agreement are governed by the State's default rules contained in the relevant statute and developed through state court decisions. An Operating Agreement is similar in function to corporate by-laws, or analogous to a partnership agreement in multi-member LLC's. In single member LLCs, an operating agreement is a declaration of the structure that the member has chosen for the company and sometimes used to prove in court that the LLC structure is separate from that of the individual owner and thus necessary so that the owner has documentation to prove that he or she is indeed separate from the entity itself.

    Limited Liability Companies are very flexible in nature and the operating agreement defines each member or manager's rights, powers and entitlements. This includes capital accounts, membership interest, distributions of profit and allocated tax responsibility, just to name a few. This internal document is an agreement set by the company members that contains provisions for critical items and rules that run the company. Operating agreements can be amended at any time by the company members or managers.

  • Placeholder Sale!

    Stock Purchase Agreement (with bad actors provision)

    $99.00 $49.00

    Definition - What does Stock Purchase Agreement (SPA) mean?

    The Stock Purchase Agreement ("SPA") is the definitive agreement that finalizes all terms and conditions related to the purchase and sale of the shares of a company. It is different from an Asset Purchase Agreement ("APA") where the assets (not the shares) of a company are being bought/sold.The stock purchase agreement covers the following sections:

    • Interpretation - provides the definitions for all the major terms used in the overall body of the agreement;
    • Purchase and sale of stock - itemizes the purchase price, any purchase price adjustments, the purchase price allocation for tax purposes between the seller and the buyer, and dispute resolution mechanisms;
    • Representations and warranties of the seller and buyer - provides all the statements that the seller and buyer are signing off to be true;
    • Matters related to employees - provides terms on how employee benefits and any accrued bonuses are to be handled post transaction;
    • Indemnifications - provides details on all indemnifications to be provided by either the seller or buyer to each other for any costs that may arise post transaction resulting from conditions that existed prior to the deal closing;
    • and Tax matters - specifies any special tax treatment that either the seller or the buyer may be entitled to.