Sandra Seller wants to form a corporation. She has a thriving business in which she buys cheap jewelry and then re-sells it at her store at a substantial profit. She needs some extra cash right now to buy a new store and she does not want to risk her personal assets by taking out a loan. Therefore, Sandra has decided to form a corporation. Sandra would like to sell shares of her business to anybody who is willing to invest in her company, but she wants to limit the total number of shares issued to 100 shares, as she doesn't want too many people to own the company or to make ownership of her corporation overly complex. Sandra's residence is 123 Main St., New City, New Tudor. Her store is located in downtown Tudorville, in the county of Tudorama. She would like this corporation to be formed as early as possible.

First, please draft Sandra's certificate of incorporation. You may obtain a template from which to do so by searching the internet for one. You may use a form from any state you choose, though we recommend using one from your home state.

Second, and more importantly, please draft a short letter to Sandra advising her in terms of what other immediate issues she should consider before actually going through with the plan to form a corporation. You do not need to advise her about other business forms, but you should discuss issues such as who will manage the corporation, which documents need to be prepared and filed, applicable fees, etc.