You work for Sadioura & Napoleon Law Corp. The Lawyer you are assisting is Margaret Bonilla, who specializes in Corporate Law Today is February 25, (this year) A new client, Anita Desai, has decided to start a new bridal business and needs help with the incorporation process. She would really like the name "Bombay Dreams Bridal." Her second and third choices are "Indika Bridal Dreams" and "Dream Brides" respectively. Ms. Desai's address: 2272 West 4th Avenue Vancouver, BC Canada V6J 1L6. Phone Number: (604)555-1243. The File No: MB/29331/--(last two digits of current year) 1. Open Client File 2. Gather Client Information Assume that you have a Retainer Agreement with Ms. Desai with the retainer fee of $3,500.00 paid by March 1, (this year). 3. Name Request assignment: Prepare a Name Approval Request form for your client.

On March 9 th , (this year), Ms. Desai's second choice "Indika Bridal Dreams" was reserved with

the Name Reservation Number: 341051.

You telephoned Paul Banks at Arcane Stamp Works LTD at 604-686-5464. You ordered a long- reach desk seal, model # 8758, containing the name "Indika Bridal Dreams, Inc." Arcane Stamp

will send you a seal within the next week, along with the invoice of $90. There is no charge for delivery. 4. Memo to File: Make a note of the Incorporation Application Date (within 56 calendar days of name reservation date). Record the conversation with Mr. Banks. Ms. Desai would like her company to be incorporated on March 31, (this year). The incorporator is Mr. Raj Desai, your client's husband. Mr. Desai will be given 100 common shares of no par value for his work as an incorporator. The share structure of the company will be as follows: 1) A maximum of 10,000 Class A common shares with no par value; and 2) A maximum of 50,000 Class B preferred shares with a par value of $1.00.

Ms. Desai is also the major shareholder of her company with 5,900 Class A common shares and 20,000 Class B preferred shares. The other shareholders of the company are: 1) Samir Patel with 2,000 Class A common shares and 15,000 Class B preferred shares; and 2) Marianna Desai (same address as the client) with 2,000 Class A common shares and 15,000 Class B preferred shares. Ms. Desai has chosen 3 Directors including herself. The first Director is her brother, Samir Patel, whose mailing and delivery address is 6456 14th Avenue, Vancouver BC Canada V5Y 1X1. Ms. Desai's second Director is Sharmilla Shahabad. Ms. Shahabad's mailing and delivery address is 1410 West 8th Avenue, Vancouver BC Canada V5Y 1N5. Indika Bridal Dreams, Inc. will be located at 510 West Hastings Street Vancouver, BC V7M 3W4. Phone no: (604) 689-7878

On March 12th, (this year) you telephoned Mr. Patel to confirm his address. Mr. Patel mentioned that he was little concerned about what the role of director of a company entail. You transferred the call to Ms. Bonilla. Ms. Bonilla spoke to Mr. Patel and promised to send him a letter giving him more information about his role. 5. Memo to File: Draft a memo to file recording the 2 conversations. On March 20, (this year), you prepared the following: 6. Consent Forms: It is important that those named as Directors consent to the position. Prepare and file in the Minute Book a consent form that is signed by each of the directors. 7. Incorporation Agreement 8. Incorporation Application & Notice of Articles

Indika Bridal Dreams, Inc. was incorporated as BC Corporation #553762. Sadioura & Napoleon Law Corp. will serve as the Registered & Records office. On April 5th

, (this year), Ms. Bonilla asks you to prepare the following: 9. Prepare the Incorporation Certificate for the Minute Book 10. Prepare the Confirmation of Payment of Incorporator's Share for the Minute Book 11. Prepare the Share Certificates & Share Receipts for the Minute Book 12. Prepare the General Securities Register for the Minute Book 13. Prepare the Registered Records Agreement

14. Prepare an Incorporation report and send to the new company The Incorporators held the first Organizational Meeting on April 10, (this year). Ms. Desai acted as the chairperson of the meeting while Samir acted as the Secretary. The directors have hired the following officers: Charles Pippins, President; Rajesh Wong, Secretary; and Sheetal Richards, Treasurer. Janice Payton will audit the books. The directors have decided to appoint the Bank of Botswana as the bank of the company. The fiscal year is April 1st to March 31st .

15. Prepare the Shareholders' Resolutions; the Directors' Resolutions and the Minutes to the Organizational meetings for the Minute Book 16. Reporting Letter: After the company has been incorporated, you need to send Ms. Desai a reporting letter. This letter should include the names of the officers and their titles. It should also include information about the shareholders and their shares. It is now January 25, (next year) Samir Patel wants to pursue his dreams of stardom. He has resigned from the Company, signed off his Shares so that they can be transferred to someone else, and he has moved to California. Meanwhile, the other shareholders have decided to ask Alex Shipley (Marianna's new husband) to be a Director of the company. Alex Shipley lives at 4567 Homer Street, Vancouver, B.C. V6M 7R7. The shareholders have also decided to transfer Samir's Shares to Alex 18. Prepare a Resignation for Samir's signature dated January 15, (next year). A sample is provided. 19. Prepare a Directors Resolution that does the following: (a) Accepts Samir's resignation from the Company. (b) Appoints Alex as a Director of the Company (c) Transfers Samir's Shares to Alex 20. Complete the necessary information in the General Securities Register 21. Cancel Samir's Share Certificate and prepare the next Share Certificate in the series to reflect the transfer of shares to Alex. 22. Prepare and file a Notice of Change of Directors (Form 10) as necessary. 23. Update the Minute Book as necessary. 24. Report to the client on all the changes to the company.

BC corporate forms can be accessed at: https://www2.gov.bc.ca/gov/content/employment- business/business/managing-a-business/permits-licences/businesses-incorporated- companies/forms-corporate-registry/forms-bc-company