Corporate Paralegal

Corporate Paralegal

Chapel Hill, NC

Summary

Our client seeks a corporate paralegal in their Chapel Hill office. The ideal candidate will have a combination of fund formation, venture capital and general corporate experience. Our client utilizes a 37.5 hour work week (overtime after 40).

Responsibilities

General

• Assists with the formation, maintenance and dissolution of corporations, limited liability companies, limited partnerships and other types of business entities.
• Assists in all phases of venture capital financings, mergers and acquisitions; coordinates all related pre- and post- closing documents.
• Assists with all aspects of stock issuance and stock plan administration, including preparation of stock option agreements, stock purchase agreements, stock transfer agreements and stock certificates.
• Serves as a liaison with ongoing clients regarding the maintenance of stock records and corporate records; provides assistance with additional corporate maintenance as necessary.
• Prepares and files articles, certificates, organizational documents, agreements, resolutions and applications for a variety of transactions related to incorporation/formation of corporations, partnerships, limited liability companies, debt and equity financings and mergers and acquisitions.
• Prepares and files various federal and state forms including applications for licenses to operate specific businesses (e.g., liquor, vehicles), annual reports and foreign qualifications.
• Facilitates ongoing corporate matters including preparing resolutions and minutes of directors’ and shareholders’ meetings, and other miscellaneous corporate documents
• Functions as transfer agent in maintaining the capitalization table and ledgers of companies, including through online equity management platforms such as Carta and Pulley.
• Drafts and submits filings under federal securities and state blue sky laws including Form D with the SEC and state specific filings. Also, researches and prepares blue sky memorandum.
• Administers liquidations, dissolutions and withdrawals, including preparing resolutions of liquidation or dissolution; preparing and filing articles of dissolution or other required state forms to effect dissolution; preparing and filing state and federal tax liquidation or dissolution or withdrawal forms; and preparing documents in connection with the distribution of corporate assets.
• May include participation in trademark filing and maintenance.

Transactional Responsibilities

Merger and Acquisition transactions:

• Closing certificates
• Ancillary documents such as bills of sale, assignment and assumption agreements, articles of merger, opinion back-up certificates, etc.
• Assist with document distributions, including keeping up with distribution lists
• Handles filing mechanics including UCCs (secretaries of state, local filing offices), articles of merger, and real estate documents (deed, mortgages, etc.)
• Assists in closings including organization of documents, execution of documents, and completion of document checklist. Also prepares organization of closing room
• Assists with post-closing activities including following up on missing documents, preparation and distribution of closing binders, and organizing files
• Performs all other duties as assigned

Venture Capital financing transactions (Preferred Stock, Convertible Promissory Notes and Safes):

• Closing certificates
• Ancillary documents such as board and stockholder resolutions
• Assists in due diligence reviews
• Assists with document distributions, including keeping up with distribution lists
• Handles filing mechanics including certificate of incorporation (secretaries of state)
• Assists in closings including organization of documents, execution of documents, and completion of document checklists.

Qualifications

• A corporate paralegal should possess a combination of the following:
• A certificate of completion of a paralegal program approved by the American Bar Association;
• A degree from a postsecondary institution with a minimum of 24 units in law-related courses accredited by a national or regional accrediting organization as required by State law;
• Completion of a four year college degree plus a minimum of one year of law-related experience under the supervision of a licensed attorney
• Knowledge/expertise in incorporation and/or formation of corporations, partnerships and limited liability companies, foreign qualification application filing and applicable resolutions, and mergers and acquisitions.
• Advanced proficiency in Microsoft Word, Excel, Outlook and Adobe.
• Strong written and verbal communication skills.
• Strong organizational skills and attention to detail.
• Ability to track and process expenses.
• Strong familiarity with online equity management platforms such as Carta and Pulley.
• Strong familiarity with DocuSign.
• Ability to work overtime and outside of the normal office operating hours.
• A highly professional demeanor and strong work ethic.
• Ability to work independently and as part of a team.
• Work occasionally requires a high level of mental effort and strain while organizing and maintaining multiple matters.
• Ability to travel to private and public buildings to assist attorneys in attending to client needs on legal matters.

Compensation

The estimated salary range for this role is $60,000 – $95,000 (nonexempt) and is commensurate with experience and qualifications.

#LI-Hybrid