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Rosanne Labrozzi

Roseanne

Ms. Labrozzi has over 20 years of experience as a paralegal.  She has done paralegal work in various practice areas including real estate, civil litigation and corporate and securities.  The vast majority of paralegal work has been in the corporate and transactions practice areas.

Ms. Labrozzi has performed work for both large national and small family-owned clients.  She is comfortable with direct client interface as appropriate.

Ms. Labrozzi assists with the corporate and limited liability company formation process.  Related duties in working with Mr. Parrott include:

  • Researching the State Corporation Commission website to determine name availability and filing requirements
  • Assisting Mr. Parrott as appropriate with drafting Articles of Incorporation and Articles of Organization to include required provisions as well as those specific to clients
  • Filing Articles with the State Corporation Commission and following up with the SCC Clerk's office as necessary
  • For corporations, assisting Mr. Parrott as appropriate with drafting of bylaws and organizational minutes
  • For corporations, preparing stock ledgers and stock certificates
  • For entities formed in other jurisdictions, working with clients to obtain statutory registered agents in the states of domestication
  • Obtaining certificates of authority to transact business in other states for Virginia entities, and obtaining certificates of authority to transact business in Virginia for entities organized under the laws of other states or jurisdictions
  • Assisting clients in obtaining federal tax identification numbers
  • Researching local business license requirements
  • Researching and handling filings of registration of foreign parent entities with the federal Department of Commerce
  • Obtaining assumed name/fictitious name certificates from Clerks of Court and filing with the State Corporation Commission
  • Properly organizing and preparing corporate and LLC record books for efficient client reference

Ms. Labrozzi works with clients on company records maintenance.  Related duties in working with Mr. Parrott include:

  • Filing and managing documents in the corporate and LLC records books to maintain formalities
  • Working with clients on facilitation and management of various company documents
  • Reorganizing corporate and LLC records books for efficient use by clients
  • Assisting Mr. Parrott as appropriate in drafting amendments to Articles of Incorporation and Articles of Organization, and handling filing of amendments with the SCC
  • Assisting Mr. Parrott as appropriate with drafting amendments to bylaws
  • Drafting lost stock certificate affidavits and preparing replacement stock certificates, and updating stock ledgers to reflect events
  • Assisting Mr. Parrott as appropriate with drafting notices of shareholders' meetings and members' meetings
  • Attending shareholders', and directors', and members' meetings, and assisting Mr. Parrott as appropriate in drafting minutes of meetings
  • Assisting Mr. Parrott as appropriate in drafting written consents of shareholders and members
  • Assisting Mr. Parrott as appropriate in drafting dissolution and termination documents

Ms. Labrozzi works with Mr. Parrott on transactions, including mergers and acquisitions.  Related duties include:

  • Communicating with clients as necessary on various matters to facilitate the process
  • Assisting Mr. Parrott with the due diligence and closing processes, and managing documents related to these processes
  • Interfacing with the State Corporation Commission and Secretaries of State of other states as necessary to manage issues that may arise
  • Assisting Mr. Parrott with drafting and maintenance of closing agendas
  • UCC searches
  • Filing UCC-1 financing statements and UCC-3 termination statements
  • Obtaining certificates of good standing and fact of existence
  • Assisting with responses to banks' document production requirements
  • Assisting Mr. Parrott as appropriate with drafting of minutes relating to the transactions
  • Tracking and managing signatures and document status
  • Assisting Mr. Parrott with drafting of stock powers and management of stock transfer endorsements
  • Assisting Mr. Parrott with closing preparation
  • Assisting Mr. Parrott at closings
  • Organizing and preparing closing document electronic binders

Mr. Parrott serves as the Virginia registered agent for some of his clients.  Ms. Labrozzi's related duties under Mr. Parrott's supervision include:

  • Managing the annual report process for corporations. Forwarding SCC notices to clients for signature with filing instructions to ensure their entity is statutorily compliant.  Following up with clients and the SCC as appropriate
  • Communicating with clients on any questions they may have as to the annual reports
  • Working with Mr. Parrott, the State Corporation Commission, and clients to handle and resolve any issues that may arise with respect to annual reports

Education:

  • Associate in Applied Science Degree, Legal Assisting, summa cum laude, Northern Virginia Community College, 1995.

Community Work

  • Court Appointed Special Advocate for the Fairfax County Juvenile and Domestic Relations Court since 2012.

THINKLaw

The objective of a good contract is a stable business relationship. To accomplish this for you, a good contracts lawyer anticipates, analyzes, understands, and negotiates terms to manage up front the business issues the parties will face, and then clearly communicates your expectations in drafting the contract. Thinking and experience are at a premium.

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