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MEMORANDUM
FOR
A NEWLY INCORPORATED BUSINESS

This memorandum summarizes briefly certain information for the shareholders, officers and directors of a newly incorporated business. The decision to operate a business in the corporate form involves an understanding of the benefits and the pitfalls of a corporate legal structure. Because laws and circumstances change, please call upon us to clarify or expand upon these matters. You may also want to consult the accountant for the Corporation about some of the issues.

Corporate Formalities
Powers and Duties of Directors and Officers
Issuance of Shares
Transactions with Directors and Officers
Biennial Filing with the Secretary of State
Unfair Competition and Trademark Registration
Corporate Qualification or Name Registration
Fictitious Names
Selection of Accounting Period and Method
S Corporation Election
Employer Identification Number
Estimated Tax Installments
Income and Franchise Tax Returns
Federal and California Withholding Rules
California Sales and Use Taxes
Workers' Compensation
Casualty and Public Liability Insurance
Labor and Employment Laws/Employment Manual
State and Local Business Licenses
Buy-Sell Agreement/Estate Planning Documents