Corporate Formation Questionnaire Please answer the following questions in order to assist us in drafting the necessary documents for your company.1. What is the name of the Company? (Do you prefer Inc. or Corp.?)*2. In what State do you want the corporation formed?*3. What is the full name and address of each Shareholder?*NameAddress 4. Do you intend to have any officer positions in addition to President, Secretary, and Treasurer?* Yes No If so, what positions?*5. Who will serve in the officer roles? (Note that you can have the same person fill more than one role)*NameTitle 6. Who will serve as statutory agent? Address?*NameAddress 7. What is the address of the place of business of the Company?* Street Address Address Line 2 City AlabamaAlaskaAmerican SamoaArizonaArkansasCaliforniaColoradoConnecticutDelawareDistrict of ColumbiaFloridaGeorgiaGuamHawaiiIdahoIllinoisIndianaIowaKansasKentuckyLouisianaMaineMarylandMassachusettsMichiganMinnesotaMississippiMissouriMontanaNebraskaNevadaNew HampshireNew JerseyNew MexicoNew YorkNorth CarolinaNorth DakotaNorthern Mariana IslandsOhioOklahomaOregonPennsylvaniaPuerto RicoRhode IslandSouth CarolinaSouth DakotaTennesseeTexasUtahU.S. Virgin IslandsVermontVirginiaWashingtonWest VirginiaWisconsinWyomingArmed Forces AmericasArmed Forces EuropeArmed Forces Pacific State ZIP Code 8. What will be the business activity of the Company?*9. Will there be different types of shares (i.e. common and preferred)?* Yes No If so, Then please describe*10. Will the Company own real property?* Yes No If so, what is the legal description?*11. Will there be financing? Third party debt?* Yes No If so, Then please describe*12. How many shares will be issued?*13. Who owns how many shares (and for what contribution - cash? time? intellectual property, etc.)? How are these shares held?*14. Do you want a shareholders’ agreement?* Yes No If so, complete the following questionsQUESTIONNAIRE FOR SHAREHOLDER AGREEMENTA Shareholders’ Agreement typically covers the following areas: how the Company will be organized and managed, how a shareholder may sell his/her shares, whether there should be “tag along” and/or “drag along” rights, anti-dilution provisions, and restrictions on transfer. In order to properly draft a Shareholders’ Agreement to cover these topics (and more, if appropriate), the following questions should be considered:1. Should the agreement be unanimous and involve all (or just some) of the shareholders?*2. Are there vesting provisions? (i.e. shares may be subject to cancellation if a shareholder / manager quits)* Yes No 3. Are shareholders allowed to pledge or hypothecate their shares?* Yes No 4. Who is on the Board? What about outside board members?*5. What constitutes a quorum for meetings?6. What are the restrictions on new equity issues? (e.g. anti-dilution aspects, pre-emptive rights and tag-along provisions.)*7. How are ownership buyouts to be handled? (e.g. shotgun clause approach versus voluntary sale approach).*8. How are disputes to be resolved among shareholders? (Arbitration clause?).*9. How are share sales handled? (e.g. first right of refusal.)*10. What are shareholders' obligations and commitment? (Conflict of interest or commitment? Full-time or other?).*11. What are shareholders' rights? (What information, financial statements, reports, etc. can shareholders access?).*12. What happens in the event of death/incapacity?*13. How is a share valuation determined (e.g. to buy out an estate in the event of death) Is life insurance required? (e.g. funding for purchase of shares from estate or for key person insurance) What are the operating guidelines or restrictions? (e.g. budget approvals, spending limits banking, etc.)*14. What types of decisions require unanimous board and/or unanimous shareholder approval? Compensation issues - remuneration of officers & directors, dividend policies are other agreements required as well? (e.g. management contracts, confidentiality agreements, patent rights, etc.)*15. Should there be any restrictions on shareholders with respect to competing interests?* Yes No If so, Then please describe*16. What could trigger the dissolution of the business?*17. What is the liability exposure and is there any corporate indemnification (and insurance)?*18. Are there any financial obligations by shareholders (bank guarantees, shareholder loans, etc.)?* Yes No Yes, we have bank guarantees for SBA loan, we have personal guarantee for Franchise agreement.*19. Board of Directors: a. How many?*b. Who initially?*c. Meet how often?*d. How are directors appointed/replaced?*e. Quorum?*f. Voting - majority, unanimous, etc.? (may also refer to By-Laws re elections)20. Officers: a. Who initially?*b. Remuneration?*c. Banking: who is authorized? ALL financial transactions to go through a corporate bank account*d. Who (Officers vs. Directors - majority or unanimous) can: i. approve expenditures over a specific amount?* Officers Directors ii. approve acquisitions?* Officers Directors iii. elect officers?* Officers Directors iv. payment of cash or stock dividends?* Officers Directors v. enter into debt obligations?* Officers Directors vi. approve stock purchase/option plans?* Officers Directors vii. dispose of any part (or assets) of the business?* Officers Directors viii. sell rights to products, licenses etc.?* Officers Directors ix. transfer shares?* Officers Directors x. liquidate or windup the corporation?* Officers Directors xi. approve contracts outside the ordinary course of business?* Officers Directors xii. enter into any contract above $250,000* Officers Directors xiii. authorize the lending (or borrowing) of money by the corporation?* Officers Directors xiv. guarantee any obligations?* Officers Directors xv. hire employees (at various levels)?* Officers Directors xvi. approve salaries and bonuses?* Officers Directors xvii. alter share structure?* Officers Directors xviii. redemption of shares?* Officers Directors xix. enter into consulting arrangements?* Officers Directors PhoneThis field is for validation purposes and should be left unchanged. 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