Adding Member to Llc Written Consent

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					Detailed Volume
Table of Contents

Part I
General Partnerships
Chapter 1
Overview
I.     IN GENERAL
§ 1:1    Introduction

II.     CHECKLISTS
§ 1:2    Advantages and disadvantages of a general partnership
§ 1:3    Client checklist for a general partnership

III.    FORMS
§ 1:4    Trade name certiŽcate

Chapter 2
General Partnership Agreements
I.     IN GENERAL
§ 2:1    Introduction

II.     FORMS
§ 2:2     General partnership agreement (short form)
§ 2:3     General partnership agreement (long form)
§ 2:4     Insurance trust agreement

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§ 2:5     IndemniŽcation agreement
§ 2:6     Amendment to general partnership agreement
§ 2:7     Partnership formation agreement
§ 2:8     Partnership property agreement
§ 2:9     Partnership loan agreement
§ 2:10    Partnership capital contribution agreement
§ 2:11    CertiŽcate of limited liability partnership
§ 2:12    Limited liability partnership agreement of — — —, L.L.P.
                                                      ——
§ 2:13    Sale of partnership to corporation


Chapter 3
Joint Venture Agreements
I.      IN GENERAL
§ 3:1    Introduction

II.     FORMS
§ 3:2    Joint venture agreement (short form)
§ 3:3    Joint venture agreement (long form)
§ 3:4    Joint venture agreement (letter form)
§ 3:5    Joint venture agreement with japanese company
§ 3:6    Joint venture agreement with chinese (people’s republic)
           company
§ 3:7    Articles of association for chinese (people’s republic) joint
           venture
§ 3:8    Memorandum of understanding for joint venture project


Chapter 4
Operation of General Partnerships
I.      IN GENERAL
§ 4:1    Introduction

II.     FORMS
§ 4:2    Assignment of general partnership interest
§ 4:3    Memorandum of partnership authorization

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§ 4:4    Application for an employer identiŽcation number and
           instructions (IRS SS-4)
§ 4:5    Collateral assignment of interests in partnership proŽts,
           proceeds and distributions
§ 4:6    Rights and royalties agreement


Part II
Limited Partnerships
Chapter 5
Overview
I.     IN GENERAL
§ 5:1    Introduction

II.     CHECKLISTS
§ 5:2    Advantages and disadvantages of limited partnerships
§ 5:3    Client checklist for a limited partnership

III.    FORMS
§ 5:4    Trade name certiŽcate

Chapter 6
Limited Partnership Agreements
I.     IN GENERAL
§ 6:1    Introduction

II.     FORMS
§ 6:2    Limited partnership agreement—Operating business
§ 6:3    Limited partnership agreement—Real estate
§ 6:4    Agreement for family limited partnerships
§ 6:5    Amendment to limited partnership agreement
§ 6:6    Family limited liability limited partnership (LLLP) agreement

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Chapter 7
CertiŽcates of Limited Partnership
I.    IN GENERAL
§ 7:1   Introduction

II.     FORMS
§ 7:2   CertiŽcate of limited partnership
§ 7:3   Amendment to certiŽcate of limited partnership


Chapter 8
Operation of Limited Partnerships
I.    IN GENERAL
§ 8:1   Introduction

II.     FORMS
§ 8:2   Assignment of right to receive distributions from limited
          partnership
§ 8:3   Memorandum of partnership authorization


Chapter 9
Foreign Limited Partnerships
I.    IN GENERAL
§ 9:1   Introduction

II.     FORMS
§ 9:2   Application for certiŽcate of authority of foreign limited
         partnership
§ 9:3   Application for certiŽcate of cancellation

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Part III
Closely Held Corporations
Chapter 10
Overview
I.     IN GENERAL
§ 10:1    Introduction

Chapter 11
Incorporation and Organization
I.     IN GENERAL
§ 11:1    Introduction

II.    CHECKLISTS
§ 11:2    Client checklist/questionnaire for incorporation

III.     FORMS
§ 11:3     CertiŽcate of incorporation—Delaware corporation
§ 11:4     Amendment to certiŽcate of incorporation
§ 11:5     CertiŽcate of change
§ 11:6     Bylaws—Delaware corporation
§ 11:7     Minutes of Žrst meeting of incorporators
§ 11:8     Statement of sole incorporator in lieu of meeting
§ 11:9     Action by unanimous consent in writing of the board of
             directors in lieu of organization meeting—Delaware
             corporation
§ 11:10    Waiver of notice of Žrst meeting of directors
§ 11:11    Action by unanimous consent in writing of shareholders in
             lieu of meeting—Delaware corporation
§ 11:12    Notice of organization meeting to be held by subscribers
§ 11:13    Waiver of notice of organization meeting
§ 11:14    Minutes of the organization meeting held by subscribers
§ 11:15    Trade name certiŽcate (for corporation)

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§ 11:16    Election (of subchapter S status) by a small business
             corporation, with instructions (IRS Form 2553)
§ 11:17    Preincorporation agreement [Delaware]

Chapter 12
Organization of a Not-for-ProŽt
Corporation
I.     IN GENERAL
§ 12:1    Introduction

II.    FORMS
§ 12:2    CertiŽcate of incorporation
§ 12:3    Bylaws
§ 12:4    Statement of sole incorporator
§ 12:5    Consent of directors in lieu of organizational meeting
§ 12:6    IRS Form 1023 and instructions

Chapter 13
Meetings
I.     IN GENERAL
§ 13:1    Introduction

II.    FORMS
§ 13:2     Waiver of notice of meeting of board of directors
§ 13:3     Minutes of meeting of board of directors
§ 13:4     Action by unanimous written consent of the board of
             directors in lieu of meeting
§ 13:5     Waiver of notice of meeting of stockholders
§ 13:6     Minutes of meeting of stockholders
§ 13:7     Action by written consent of the shareholders in lieu of
             meeting
§ 13:8     CertiŽcate of incumbency and authorization (secretary’s
             certiŽcate)
§ 13:9     Resignation of ocer of director

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§ 13:10    Notice of annual meeting of stockholders
§ 13:11    Proxy (special meeting of shareholders)
§ 13:12    Written ballot for shareholder attending special meeting in
             person
§ 13:13    Script for directors and ocers at annual meeting of
             shareholders
§ 13:14    Minutes of annual meeting of shareholders (with vote tallies)


Chapter 14
Stockholders’ and Buy-Sell
Agreements
I.    IN GENERAL
§ 14:1    Introduction

II.   FORMS
§ 14:2     Stockholders’ agreement—Redemption
§ 14:3     Stockholders’ agreement—Cross purchase
§ 14:4     Stockholders’ agreement—Insurance trust
§ 14:5     Insurance trust agreement
§ 14:6     Stock escrow agreement
§ 14:7     Stockholder indemniŽcation and pledge agreement
§ 14:8     Spousal buy-sell letter agreement
§ 14:9     Shareholders’ agreement for subchapter s corporation
§ 14:10    Stockholders’ agreement—Open-ended


Chapter 15
Voting Agreements
I.    IN GENERAL
§ 15:1    Introduction

II.   FORMS
§ 15:2    Voting agreement
§ 15:3    Voting trust agreement

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Chapter 16
Mergers and Consolidations
I.     IN GENERAL
§ 16:1   Introduction

II.    FORMS
§ 16:2   Resolutions of board of directors and sole stockholder of
           merging corporation authorizing merger
§ 16:3   Resolutions of board of directors and sole stockholder of
           merged corporation authorizing merger
§ 16:4   Agreement and plan of merger
§ 16:5   CertiŽcate of merger of merged corporations into merging
           corporation
§ 16:6   CertiŽcate of merger—Delaware
§ 16:7   CertiŽcate of merger—New York

Chapter 17
Agreements Relating to Capital
Stock; Options and Warrants;
Purchase and Sale of Capital Stock
and Assets
I.     IN GENERAL
§ 17:1   Introduction

II.    CHECKLISTS
§ 17:2   Client checklist/questionnaire for stock purchase
§ 17:3   Client checklist/questionnaire for asset purchase

III.     FORMS
§ 17:4    Investment and subscription agreement—Long form
§ 17:5    Subscription agreement—Short form
§ 17:6    Stock certiŽcate
§ 17:7    CertiŽcate of designation—Preferred stock

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§ 17:8     Stock power
§ 17:9     Adavit of loss of stock certiŽcate
§ 17:10    Stock option agreement
§ 17:11    Common stock warrant agreement
§ 17:12    Stock purchase agreement—Long form
§ 17:13    Stock purchase agreement—Short form
§ 17:14    Asset purchase and sale agreement—Long form
§ 17:15    Asset purchase and sale agreement—Short form
§ 17:16    Bill of sale
§ 17:17    Covenant not to compete agreement
§ 17:18    Asset acquisition statement and instructions (IRS Form
             8594)
§ 17:19    Convertible preferred stock purchase agreement
§ 17:20    Registration rights agreement
§ 17:21    Co-sale agreement
§ 17:22    Co-sale provision for stockholders’ agreement
§ 17:23    Antidilution provision [short form]
§ 17:24    Antidilution provision [long form]
§ 17:25    Letter of intent—Seller to purchaser
§ 17:26    Letter of intent—Purchaser to seller
§ 17:27    Rabbi trust agreement


Chapter 18
Recapitalizations, Redemptions
and Stock Splits
I.    IN GENERAL
§ 18:1    Introduction

II.   FORMS
§ 18:2    Plan and agreement of recapitalization
§ 18:3    Stock redemption agreement
§ 18:4    Resolutions of board of directors authorizing stock split
§ 18:5    Resolutions of board of directors authorizing reverse stock
            split

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Chapter 19
Dissolution, Winding Up and
Liquidation
I.     IN GENERAL
§ 19:1   Introduction

II.    FORMS
§ 19:2   Resolutions of board of directors and shareholders authorizing
           dissolution of the corporation
§ 19:3   CertiŽcate of dissolution
§ 19:4   Notice of dissolution to creditors and claimants
§ 19:5   Notice of corporate dissolution or liquidation, with instructions
           (IRS Form 966)

Part IV
Limited Liability Companies
Chapter 20
Overview
I.     IN GENERAL
§ 20:1   Introduction

II.    CHECKLISTS
§ 20:2   Advantages and disadvantages of limited liability companies
           (LLCs)
§ 20:3   Client checklist/Questionnaire for LLCs

Chapter 21
Articles of Organization
I.     IN GENERAL
§ 21:1   Introduction

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II.   FORMS
§ 21:2    Articles of organization—General form
§ 21:3    CertiŽcate of formation—Delaware
§ 21:4    IRS Form 8832 entity classiŽcation election (‘‘Check the box’’)
§ 21:5    Articles of organization—New York
§ 21:6    Notice of publication—Organization of limited liability
            company
§ 21:7    Notice of publication—Organization of limited liability
            company
§ 21:8    Notice of qualiŽcation of limited liability company


Chapter 22
Operating Agreements
I.    IN GENERAL
§ 22:1    Introduction

II.   FORMS
§ 22:2     Basic operating agreement for LLC—Managed by members
§ 22:3     Basic operating agreement of LLC—Managed by
             managers—With classes of members
§ 22:4     Buy-sell agreement among LLC members
§ 22:5     Agreement relating to priority distributions
§ 22:6     Amendment adding new member to operating agreement
§ 22:7     Operating agreement for a not-for-proŽt limited liability
             company
§ 22:8     Operating agreement (short form) for single member LLC
§ 22:9     LLC operating agreement with single manager
§ 22:10    Operating agreement for LLC managed by managing member
§ 22:11    Operating agreement—Members donating a percentage of
             proŽts to charity
§ 22:12    Operating agreement (long form) for single member LLC
§ 22:13    Operating agreement for joint venture involving two or more
             small business entities
§ 22:14    Agreement between members of limited liability company to
             share revenue from operations
§ 22:15    Single member operating agreement [Short Form]
§ 22:16    Allocation and distribution sections of operating agreement
             providing for ‘‘drawing accounts’’ for each member

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§ 22:17    Allocation and distribution sections of operating agreement
             providing for ‘‘capital accounts’’ for each member
§ 22:18    Provision of operating agreement specifying responsibilities
             of manager in manager-managed limited liability company
§ 22:19    Right of Žrst refusal provision for limited liability company
             buy-sell agreement
§ 22:20    Letter agreement with manager of LLC
§ 22:21    Operating agreement provision for contribution of technology
             to capital
§ 22:22    Amendment to operating agreement

Chapter 23
Operation of the LLC
I.    IN GENERAL
§ 23:1    Introduction

II.      FORMS
§ 23:2     Amendment or restatement of articles of organization
§ 23:3     CertiŽcate of change of location of principal oce
§ 23:4     CertiŽcate of change of statutory agent’s residence or
             business address
§ 23:5     Subsequent appointment of statutory agent for service of
             process
§ 23:6     Banking resolution—LLC managed by members
§ 23:7     Banking resolution—LLC managed by managers
§ 23:8     Memorandum of authorization of LLC members—Lease of
             real property
§ 23:9     Member’s demand for information from a limited liability
             company
§ 23:10    CertiŽcate of membership
§ 23:11    Merger resolution—Merging LLC
§ 23:12    Merger resolution—Surviving LLC
§ 23:13    Merger agreement between two LLCs
§ 23:14    LLC certiŽcate of merger
§ 23:15    LLC certiŽcate of merger—Delaware
§ 23:16    Membership interest sale agreement
§ 23:17    Membership interest purchase agreement—Short form
§ 23:18    Membership interest purchase agreement—Long form
§ 23:19    Letter agreement—Event of dissociation

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§ 23:20    Reinstatement resolution after event of dissociation
§ 23:21    ‘‘Phantom Equity’’ plan for LLC employees


Chapter 24
Dissolution of the LLC
I.    IN GENERAL
§ 24:1    Introduction

II.   FORMS
§ 24:2    Articles of dissolution
§ 24:3    Memorandum of authorization for dissolution of limited
            liability company
§ 24:4    Agreement relating to disposition of limited liability company
            property [sale to one member]
§ 24:5    Agreement relating to disposition of limited liability company
            assets [members share proceeds of sale]
§ 24:6    Memorandum of tax counsel—Withdrawal of member from
            LLC


Chapter 25
Transferring LLC Membership
Interests
I.    IN GENERAL
§ 25:1    Introduction

II.   FORMS
§ 25:2    Assignment of right to receive distributions from LLC
§ 25:3    Assignment of membership interest in LLC
§ 25:4    Pledge and security agreement for LLC membership interest
§ 25:5    Stock power for LLC membership interest
§ 25:6    Power of attorney to transfer LLC membership interests

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Chapter 26
Special Forms for Foreign LLCs
I.    IN GENERAL
§ 26:1   Introduction

II.   FORMS
§ 26:2   Application for certiŽcate of registration
§ 26:3   Application for amended certiŽcate of registration
§ 26:4   Subsequent appointment of statutory agent for service of
           process
§ 26:5   Application for certiŽcate of cancellation


Part V
Matters Relating to All Small Business
Entities
Chapter 27
Overview
I.    IN GENERAL
§ 27:1   Introduction

Chapter 28
Employees
I.    IN GENERAL
§ 28:1   Introduction

II.   FORMS
§ 28:2    Determination of employee work status for purposes of
           federal employment taxes and income tax withholding

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§ 28:3    Employment eligibility veriŽcation [INS form I-9]
§ 28:4    Employment application
§ 28:5    Employment agreement—Short form
§ 28:6    Employment agreement—Long form
§ 28:7    Employment agreement for professional corporation
            (employee to become a stockholder)
§ 28:8    Employment agreement for professional corporation
            (employee not to become a stockholder)
§ 28:9    Noncompete and nondisclosure agreement
§ 28:10   ConŽdentiality agreement
§ 28:11   Employee handbook
§ 28:12   Armative action plan for equal opportunity employment
§ 28:13   Stock option plan
§ 28:14   Stock option agreement (non-qualiŽed stock option)
§ 28:15   Phantom stock plan
§ 28:16   Deferred compensation agreement [for use with Form 28:13]
§ 28:17   Resignation letter
§ 28:18   Termination agreement, waiver and release
§ 28:19   Simple deferred compensation agreement for key employee
§ 28:20   Comparison of basic employee beneŽt plans for a small
            business (SEP-IRA, PSP, money purchase pension plan,
            IRA)
§ 28:21   Substance abuse policy
§ 28:22   Employment proposal for CEO of new venture
§ 28:23   Casual dress policy
§ 28:24   Sexual harassment policy
§ 28:25   E-Mail and internet use policy
§ 28:26   Equal Employment Opportunity (EEO) compliance policy
§ 28:27   Americans With Disabilities Act (ADA) compliance policy
§ 28:28   Arbitration agreement
§ 28:29   Management agreement with option to purchase outstanding
            shares
§ 28:30   Employment oer letter–Detailed incentive compensation
            package (letter form)
§ 28:31   Contract temp agency agreement
§ 28:32   Contract temp employment letter



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Chapter 29
Agents, Distributors, Consultants
and Independent Contractors
I.      IN GENERAL
§ 29:1    Introduction

II.     FORMS
§ 29:2     Consulting agreement—Long form
§ 29:3     Consulting agreement—Short form
§ 29:4     Agency agreement
§ 29:5     Agreement for appointment of independent domestic sales
             representative—Short form
§ 29:6     Sales representative agreement—Long form
§ 29:7     Warehouse storage and fulŽllment agreement
§ 29:8     Simple form of marketing and cross-referral agreement
§ 29:9     Agreement between two Žrms for cooperative marketing
             services to a third party
§ 29:10    Advertising agreement
§ 29:11    Media brokerage agreement
§ 29:12    International distributor agreement
§ 29:13    Fabricating specialist agreement
§ 29:14    Investment banking agreement [Letter Form]
§ 29:15    Product endorsement agreement
§ 29:16    Finder’s fee agreement
§ 29:17    Subcontractor agreement [Letter Form]
§ 29:18    Design agreement
§ 29:19    Subcontractor agreement
§ 29:20    Master agreement for consulting services
§ 29:21    Statement of work


Chapter 30
Franchises
I.      IN GENERAL
§ 30:1    Introduction

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II.   FORMS
§ 30:2    Franchise agreement
§ 30:3    Assignment of rights in franchise agreement
§ 30:4    Area development agreement
§ 30:5    Right of Žrst refusal
§ 30:6    Site selection acknowledgement agreement


Chapter 31
Manufacturing and Purchasing
I.    IN GENERAL
§ 31:1    Introduction

II.   FORMS
§ 31:2     Equipment purchase agreement
§ 31:3     Bill of sale
§ 31:4     Master equipment lease
§ 31:5     Assignment and assumption of equipment lease
§ 31:6     Supply, manufacturing and license agreement
§ 31:7     Contract manufacturing agreement
§ 31:8     Product development and manufacturing agreement
§ 31:9     Purchase order
§ 31:10    Resale exemption certiŽcate—From sales and use taxes
§ 31:11    Supply agreement
§ 31:12    Supply and product enhancement agreement
§ 31:13    Purchase and sale agreement for used equipment
§ 31:14    Terms and conditions for manufacturing invoice
§ 31:15    Take or pay contract


Chapter 32
Technology, Software and the
Internet
I.    IN GENERAL
§ 32:1    Introduction

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II.     FORMS
§ 32:2     License agreement—Patents
§ 32:3     License agreement—Trademarks
§ 32:4     License agreement—Copyrights
§ 32:5     License agreement—Computer software
§ 32:6     Assignment of patents
§ 32:7     Assignment of trademarks
§ 32:8     Assignment of copyrights
§ 32:9     Collateral assignment of trademarks and letters patent
§ 32:10    Software maintenance and servicing agreement
§ 32:11    Source code escrow agreement
§ 32:12    Software distribution agreement
§ 32:13    Web site hosting, storage and services agreement
§ 32:14    Terms of use and service for web site
§ 32:15    Agreement for content contribution to web site
§ 32:16    Privacy Policy for web site
§ 32:17    Value added reseller (VAR) agreement
§ 32:18    Electronic data interchange (EDI) agreement
§ 32:19    Aliate agreement for web site
§ 32:20    Linking agreement
§ 32:21    Ocial rules for internet contest or promotion
§ 32:22    Rules for online auctions
§ 32:23    Online subscription agreement
§ 32:24    Domain name assignment agreement
§ 32:25    Trial license agreement
§ 32:26    — — — system terms and conditions of use
            ——
§ 32:27    Agreement with software developer to contribute technology
             to capital of newly-formed company in exchange for equity
             and royalties on sales
§ 32:28    E-Commerce implementation agreement


Chapter 33
Real Property
I.    IN GENERAL
§ 33:1    Introduction

II.     FORMS
§ 33:2     Commercial lease—Oce space

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§ 33:3     Commercial lease—Retail space
§ 33:4     Assignment and assumption of lease—Tenant’s interest
§ 33:5     Collateral assignment of leases, rentals and property income
§ 33:6     Subordination, non-disturbance and attornment agreement
§ 33:7     Amendment to lease
§ 33:8     Negative pledge agreement
§ 33:9     Memorandum of lease
§ 33:10    Addendum to real estate lease [for the beneŽt of the tenant]
§ 33:11    Option to purchase property
§ 33:12    Sublease agreement—Short form
§ 33:13    Proposal to lease oce/retail space
§ 33:14    Option to lease property
§ 33:15    Right of Žrst refusal to lease property


Chapter 34
Indebtedness
I.    IN GENERAL
§ 34:1    Introduction

II.   FORMS
§ 34:2     Loan agreement—Short form
§ 34:3     Promissory note—Demand note
§ 34:4     Promissory note—Grid note
§ 34:5     Promissory note—Fixed rate
§ 34:6     Promissory note—Cash ow note
§ 34:7     Assignment of promissory note—(Allonge)
§ 34:8     Security agreement
§ 34:9     Collateral description for UCC-1 Žnancing statement
§ 34:10    Personal limited guaranty agreement
§ 34:11    Pledge and security agreement—Securities
§ 34:12    Stock power
§ 34:13    Stock escrow agreement
§ 34:14    Subordination agreement
§ 34:15    Convertible note [Short Form]
§ 34:16    Convertible note
§ 34:17    Assignment and assumption of loan agreement

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Part VI
The Lawyer and the Small Business
Client
Chapter 35
Retainer Agreements
I.    IN GENERAL
§ 35:1   Introduction

II.     FORMS
§ 35:2   Engagement letter—New business formation
§ 35:3   Engagement letter—Financing transaction
§ 35:4   Retainer letter with client marketing Žrm
§ 35:5   Retainer letter—Flat fee
§ 35:6   Retainer letter—Combined at fee and hourly rate
§ 35:7   Retainer letter—Percentage fee

Chapter 36
Conict Waivers
I.    IN GENERAL
§ 36:1   Introduction

II.     FORMS
§ 36:2   Waiver by client of conict of interest

Chapter 37
Nonrepresentation Letters
I.    IN GENERAL
§ 37:1   Introduction

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II.   FORMS
§ 37:2    Nonrepresentation letter—Where retainer agreement exists
§ 37:3    Nonrepresentation letter—Where retainer agreement does not
            exist
§ 37:4    Letter informing client of Žle closing

Chapter 38
Responses to Auditor’s Requests for
Information
I.    IN GENERAL
§ 38:1    Introduction

II.   FORMS
§ 38:2     Law Žrm policy manual relating to responses to auditor’s
             requests
§ 38:3     Memo to billing attorney
§ 38:4     Acknowledgement letter
§ 38:5     Auditor’s letter response: Request for information from
             accounting department
§ 38:6     Auditor’s letter response preparation
§ 38:7     Auditor’s letter response preparation: Schedule A preparation
             form
§ 38:8     Auditor’s letter response circulation form
§ 38:9     Letter to client
§ 38:10    Response letter to auditor




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Description: Adding Member to Llc Written Consent document sample