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Andy, Opie and Bee reside in the hypothetical state of LaLaLand. They come to your office and state that they would like to form a
Andy, Opie and Bee reside in the hypothetical state of LaLaLand. They come to your office and state that they would like to form a corporation to organize their business selling souvenirs in the city of Mayberry. They want the corporation to be called AOB Trinkets, Inc. Andy is planning to invest $50,000 into the business and Opie and Bee $25,000 each. Their ownership of the corporation should be proportional to their initial investments. The three all live at 123 Main Street in Mayberry. The three investors tell you that they also want to form a board of directors that will include each of themselves plus Barney Fife and Gomer Pyle, two friends of theirs from the neighborhood. They tell you that Barney and Gomer can receive salaries for their work but that the three initial investors should not receive salaries (it is assumed that they will all give their time to running the business). The three investors would like you to draft Articles of Incorporation and the initial corporate bylaws. They tell you that any provision that you feel is reasonable and proper can be included. They do, however, make you aware of the following factors to keep in mind: 1) The three want the annual meeting to be held on January 10 at their home. 2) They want to make sure that the corporation cannot start a new line of business without their unanimous consent. 3) They would like just the three of them (and not Barney or Gomer) to have "speaking authority" for the company. 4) They want the hiring of officers to be accomplished by majority vote of the directors. 5) They want to make sure that stock is not sold to anyone other than the initial three without all three agreeing to the sale. The three also tell you that for income tax purposes, they would like to be treated as an s-corporation. Please prepare the Articles, the Bylaws and the IRS form that will allow the company to be treated as an s-corporation
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