Based on CA.

Chapter 3 Pre-incorporation planning Chapter 4 Forming the corporation Chapter 5 Share issuance and securities laws Key terms. You should be familiar with the following: Alter-ego what is the alter ego doctrine? When can it be applied? Articles of Incorporation Bylaws Buy-Out Agreement What can a buy-out agreement accomplish? Capitalize Capital Stock Classes of Stock Consideration for Shares What is legal consideration for the issuance of shares? Name of Corporation What restrictions are there on corporate names Securities Laws - Federal and California Share Certificates What do they represent? When can they be issued? Statement of Information What is a Statement of Information? When must it be filed? Subchapter S Election What kind of corporations can file a subchapter Selection? Where to incorporate Reg. D. Rule 504 exemption When does the exemption apply? $25102(1) exemption When does the exemption apply? Pre-incorporation planning Where to incorporate (California? Delaware?) Choice of equity or debt - advantages and disadvantages Consideration for shares - legal and illegal consideration Classes of shares of stock - how authorized Naming the corporation - issues Buyout agreements - uses Alter-ego issues . Forming the corporation Preparation of articles of incorporation Preparation of bylaws, when required. Other post-organizational filings statement of information, sub-chapter S-election Share issuance, securities laws Requirement for issuance of capital stock Authorization for issuance of securities Role and application of federal and state securities laws - when do federal laws app When do state laws apply? Exemptions from registration - state and federal Chapter 3 Pre-incorporation planning Chapter 4 Forming the corporation Chapter 5 Share issuance and securities laws Key terms. You should be familiar with the following: Alter-ego what is the alter ego doctrine? When can it be applied? Articles of Incorporation Bylaws Buy-Out Agreement What can a buy-out agreement accomplish? Capitalize Capital Stock Classes of Stock Consideration for Shares What is legal consideration for the issuance of shares? Name of Corporation What restrictions are there on corporate names Securities Laws - Federal and California Share Certificates What do they represent? When can they be issued? Statement of Information What is a Statement of Information? When must it be filed? Subchapter S Election What kind of corporations can file a subchapter Selection? Where to incorporate Reg. D. Rule 504 exemption When does the exemption apply? $25102(1) exemption When does the exemption apply? Pre-incorporation planning Where to incorporate (California? Delaware?) Choice of equity or debt - advantages and disadvantages Consideration for shares - legal and illegal consideration Classes of shares of stock - how authorized Naming the corporation - issues Buyout agreements - uses Alter-ego issues . Forming the corporation Preparation of articles of incorporation Preparation of bylaws, when required. Other post-organizational filings statement of information, sub-chapter S-election Share issuance, securities laws Requirement for issuance of capital stock Authorization for issuance of securities Role and application of federal and state securities laws - when do federal laws app When do state laws apply? Exemptions from registration - state and federal