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Sample Corporate Transition Checklist

This checklist outlines the details of a corporate merger.

Sample Corporate Transition Checklist

The following list is not exhaustive, but it will serve as a general outline of the necessary documents and steps for merging two entities. However, this checklist shouldn't be substituted for proper legal advice.

1. Prior to Merger:
Provide the following to legal counsel.

  • An explanation of the motivation for the merge: This will help legal counsel determine the type of transfer to utilize (i.e., merger/donation/asset purchase).
  • An articulated final version of the entities post merge: This will help legal counsel anticipate additional issues that may need to be addressed (such as, employment contracts, leases, and so on).
  • The following documents:
    • Articles of Incorporation and bylaws
    • IRS determination letter
    • Mortgage and loan documents
    • Property tax exemptions
    • Lease agreements
    • Employment contracts
    • List of restricted gifts
    • List of all assets (real property, computers, books, vehicles—basically a list of everything that the church owns)
    • List of all liabilities (such as copier leases, rental leases, and so on).

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David Middlebrook is an attorney and the managing partner of Middlebrook Goodspeed, a firm focused on churches, ministries, and clergy. Middlebrook advises clients and colleagues on an array of church- and ministry-related legal issues, including corporate governance, employment law, risk management, intellectual property, and compensation practices.

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Posted:
  • March 1, 2013

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