Cersei and her brother Jamie inherited a family ranch consisting of 2,000 acres in New

Mexico from the recent passing of their father. The ranch was operated mostly by Jamie

and Jamie and their late father resided on the New Mexico Ranch. Cersei also owns a

ranch in far west Texas, consisting of approximately 2,000 acres, but she resides in

Midland. She has big profits from her grazing and hunting operations on the Texas

property. The New Mexico property is also likely to be profitable in a few years time, but

is and has been operating at a loss for the last several years. Cersei and Jamie want to form

some sort of entity to own and operate the ranches. What should they form? Cersei also

has a ranch manager, Jon Snow, for her ranch on site since she doesn't live there. Should

they include him as an owner? Employ him? Keep him on as an independent contractor?

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Choose an entity form, and if dictated by the type of entity chosen, "form" the entity

by choosing a name, a state of formation, drafting a certificate of formation or

incorporation, and the governing document of the entity, such as bylaws, a partnership

agreement or a company agreement. If you have chosen an entity with limited liability

protection for the owners, you may also likely need a written memorandum of

organizational meeting, or to hold such a meeting and prepare notes from the meeting.

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If you have elected to make the ranch hand an owner, explain why and show the

electronic negotiations with him regarding his duties and all the parties regarding their

ownership interest. If you have elected not to make the ranch hand an owner, negotiate

a contract covering his duties and compensation, either as a contracted employee or an

independent contractor.