Do Process Software Ltd.

Corporate Software that lets YOU Collect the Dividends!

CONTENTS
Introduction
Data-Entry
The Principals Database
Directors, Officers, Authorized Capital, Issued Shares
Producing Documents
Maintaining a Corporate History
Viewing the Data- a Perspective for all Occasions
Parent/Subsidiary (Family) Tree
Data Conversions from Competitive Products
Conventional and “Pay-per-Use’ Licensing

Introduction

In assessing a corporate software application- there are three rather broad, but essential areas to examine. These are data-entry, document production and database functions. Fast Company excels in all three. The issues and software features described throughout this page all fall within one or more of these categories.

Data-Entry	The data-entry screens within Fast Company are exceptionally well designed. They are clear, concise and uncluttered. We often hear our users describe the data-entry process as being "fun". Why fun? Because there is so much corporate expertise built into the software, that keystrokes and tedium are minimized. Wherever possible, the user is allowed to select an "educated guess" response or to select from a (user-modifiable) list of common responses or to select from a "secondary database". The end result is that data entry typically takes only 15 to 20 minutes for a new incorporation!
Producing Documents	Once the data has been entered into the corporate record, you simply select which document or group of documents you wish to produce. The program draws the information it needs from the corporate record, and your documents are prepared in seconds- including Articles of Incorporation, Form 1, by-laws, share certificates, registers and ledgers, organizational resolutions, consents, subscriptions, correspondence, reporting letter, corporate information sheets, etc.
Database Functions	Based on the data entered, Fast Company makes it simple to examine the data from many different perspectives. For example, you may wish to see who the directors and officers of a corporation have been since its inception; or of what companies John Doe is or has ever been a director, officer or shareholder; or a list of shareholders of a particular corporation as at a date three years ago; or a custom-designed list of all (or of a "filtered list of") corporations.

Data Entry

For each corporation, there is one concise questionnaire or corporate record, which is laid out in topics (e.g. File Opening Info, Info re Incorporation, Addresses, Directors, Bank, etc.). Data entered once will automatically be applied wherever appropriate in the documentation generated by the software.

An abundance of on-line help (including a line of help for each field) provides a guide to the less experienced user of the software and offers tips and shortcuts to the more experienced user. Data entry is further expedited in that:

►	fields will blank out if rendered irrelevant based on previous responses;
►	Fast Company's numerous "educated guess" responses can be inserted with a single keystroke;
►	the Principals database stores data- such as the name, address, phone, fax, attention, residency (and more)- about each person who is a director, officer, shareholder or incorporator of any corporation; this approach to storing data independently of the corporate record reaps major benefits for you in terms of speed and efficiency (as discussed under The Principals Database);
►	other secondary databases include those for jurisdictions, banks, accountants and staff at your firm.
►	wherever appropriate, the software allows you to select from a user-modifiable picklist of frequently-used clauses (for example, to select the wording to describe the quorum of directors or shareholders, or to specify the company's authorized signing officers); not only does this approach save time, but it reduces clerical errors and maintains consistency;
►	special features have been implemented to assist in the completion of certain tasks; for example, when inputting the address of the registered or head office of the corporation, you can, at a keystroke, select to enter the address of your law firm or the address of any principal of the corporation or the address of any other individual in the Principals database.

The Principals Database

Each person who is an incorporator, director, officer or shareholder (or member, committee member or other contact) of a corporation is referred to as a "principal". Rather than storing the data pertaining to each principal as part of the corporate record, Fast Company uses a Principals database. The same record in the Principals database may then be "referenced" by one or more corporations (also, the same corporation may reference a particular Principal record several times- say in the capacities of director, officer and shareholder). A record in the Principals database stores information such as the name, address (up to three addresses), citizenship, phone, fax, email etc. of a principal; and the Principals database is essentially a consolidation of the data pertaining to all principals of all corporations.

This approach offers various benefits:

►	if an individual for whom a Principal record has already been created is to hold another office or shares in the same corporation- simply select his or her entry from the database- all of the pertinent data will be automatically adopted in this new capacity as well;
►	if, at some later date, such individual is to hold an office or shares in a different corporation- again, just select his or her entry from the database;
►	data pertaining to each principal is physically stored in one place only on your disk drive (but may be viewed from any corporate record which references or "points to" such Principal record);
►	if data, such as the address of a principal, is to be modified, then effecting the change in the Principal record automatically updates all corporate records which reference such Principal record;
►	the Principals database allows "cross-references"- so that you can do a search of all corporations in which a particular principal is or has ever been an incorporator, director, officer, shareholder, member, contact, etc.

Directors, Officers, Authorized Capital, Issued Shares

The logical design of the software is, of course, best demonstrated through a live presentation or work session with the program- but let us try to lead you through some concrete examples.

Directors	Upon specifying the number of directors comprising the board, the appropriate number of Vacancy fields will appear. To elect a director, highlight a Vacancy, click New Director, and select from (or add to) the Principals database. To resign a director, highlight his or her name and click the Resign button (whereupon, such director will be shown to have resigned and a new Vacancy field will be created).
Officers	Start in an unoccupied Office field, click the New Office button and select the name of the office (e.g. President) from the Offices list. Next, select the person filling the office from the Principals database. To resign an officer, highlight his or her name and click the Resign Officer button.
Authorized Capital	On a one-time basis, set up the various capital structure(s) frequently used by your firm, including information about the various classes of shares and their attributes. Then, for a new incorporation, simply select the desired structure from among those which have been so "predefined". In the event of a change to a corporation's authorized capital, Fast Company will prompt you for "conversion specifications"- so that replacement shares are automatically recorded (e.g. if for each Class "A" share, the shareholder is to receive two Class "D" shares).
Issued Shares	To record an issuance of shares, select the class from among those authorized, and click the Issue button. To record a transfer of shares, select the class from among those authorized, highlight the certificate from which shares are being transferred (i.e. from within the displayed list of outstanding certificates) and click the Transfer button. Whether issuing or transferring, in the dialog next presented, specify the number of shares, the transferee (by selecting from the Principals database) and, if applicable, the consideration. Transfer Numbers and Certificate Numbers are assigned and tracked automatically by the software.

Producing Documents

Once the data about a corporation has been entered, Fast Company will use its extensive automated expertise to interpret and apply this information so as to prepare a host of documents. And, with virtually no exceptions, these documents are ready to print without modification.

The documents created by Fast Company fall into several categories:

REGISTERS, LEDGERS & SHARE CERTIFICATES
These are generated automatically by the software based on recorded changes of directors, officers, shareholders, etc. which you enter into the database. In other words, you simply record that John Doe resigned as director and/or officer (and perhaps transferred some or all of his shares to Jane Doe)- and Fast Company automatically updates the registers and ledgers, and generates any new share certificates required- so all you have to do is print!
►	Directors Register (showing date elected and resigned for each director)
►	Officers Register (showing office held, date elected and resigned for each officer)
►	Shareholders' Register (listing the shareholdings which are issued and outstanding)
►	Shareholders' Ledger (a separate ledger for each class of shares held by each shareholder- listing each share transaction and maintaining a running balance of total holdings of that class)
►	Share Transfer Register (lists each share transaction, with particulars of certificates surrendered and certificates issued) Note: According to your preference, the Share Transfer Register can be configured to list either all share transactions or only those which involve "transfers among shareholders" as opposed to issuances and cancellations involving Treasury.
►	Stated Capital Account (one for each class of shares- records credits and debits to the paid-up capital as shares are issued and cancelled or redeemed)
►	Share Certificates (generated automatically as required based on data entered- 100% complete and ready to print) Note: The software will either print the entire share certificate, with an ornate border, onto blank paper or alternatively, you can have it print all content onto a commercially-available "border-only" form of certificate.
DOCUMENT PRODUCTION
This is the process by which other documentation is generated. Documents to be produced can either be selected one-by-one or you can simply select from among the user-customizable predefined groups (e.g. there are predefined groups supplied with the software to prepare all the documentation associated with a new incorporation or for annual resolutions or for a reorganization). Documents generated through this process are created in the native format of your word processing software, and then they are opened, viewed, edited if necessary, and printed through your word processor. The underlying precedents or templates (the Master Documents) are also native word processor files- and may be customized as to form and content using your word processor. The document production process is not a simple mail merge. It is a highly sophisticated "smart" merge- which calls upon a great deal of corporate expertise which has been programmed into the software. For example:
►	the program "knows" what happened on any given date- so documentation will be generated automatically to support elections and resignations of directors and officers, transfers, issuances and cancellations of shares, etc.; so in under a minute, you can generate all documentation associated with the organization of the company (minute book documents, correspondence, reporting letter, etc.), or its restructuring, or annual resolutions- based on the "effective date" that you specify;
►	there is number and gender sensitivity (e.g. if there is one female director, the program will automatically implement wording such as...passed by the sole director of the Corporation as evidenced by her signature...);
►	signing lines are formatted appropriately according to whether the party executing the document is an individual or a corporation (also, signing lines can be configured to be on the left, on the right, two columns; if two columns, you can specify whether, in the case of an odd number, the last one should be in the left column, the right column or in the middle);
►	based on the effective date which you select for document production- the program will automatically know and reference the appropriate list of directors, officers and shareholders (in other words, you can generate a document retroactively- and the software will automatically reference the then-current principals);
►	Master Documents can contain conditional text- so that, based on the data in any field of the corporate record, particular wording may or may not appear in the document produced (e.g. based on whether the fiscal year end has been entered in the corporate record, your reporting letter will automatically either confirm the fiscal year end or request the client to inform you when it has been ascertained).
Documents which are generated through the document production process include:
►	resolutions (organizational, annual or miscellaneous);
►	minutes of meetings (organizational, annual or miscellaneous);
►	by-laws;
►	resignations;
►	consents to act as director;
►	subscriptions for shares and instruments of transfer (i.e. documents transferring shares);
►	certified copies;
►	letters and correspondence;
►	corporate status or information sheet;
►	reporting letter;
►	statement of account.
PRESCRIBED (MINISTRY) FORMS
Fast Company will generate various electronic forms prescribed under the Ontario Business Corporations Act, the Canada Business Corporations Act and the Ontario Corporations Information Act. These forms are included with the pay-per-use licence for Fast Company; however, in the case of a conventional licence, most of these forms are available only if you also purchase the OBCA and/or CBCA optional add-on modules. The available forms are listed below. In the case of the Articles of Incorporation as well as notices under the Corporations Information Act (Forms 1 and 2), the documents will be completed based on data entered into the corporate record. For example, when preparing a Form 1, based on the "effective date" selected, Fast Company will automatically insert data pertaining to the then-current officers and directors and, if applicable, will also complete the portions which specify those who resigned, if any. Base package of Forms
►	OBCA Articles of Incorporation
►	Initial Return/Notice of Change (Form 1 under the Corporations Information Act)
►	Business Name Registration – Sole Proprietorship/Partnership
►	Business Name Registration – Corporation

OBCA Package (optional add-on to conventional licence) includes:
►	Articles of Amendment (Form 3)
►	Articles of Amalgamation (Form 4)
►	Articles of Continuance (Form 6)
►	Articles of Dissolution (Form 10)
►	Articles of Dissolution (Form 11)
►	Articles of Revival (Form 15)
►	Application for Incorporation - non-share-capital

CBCA Package (optional add-on to conventional licence) includes:
►	Articles of Incorporation (Form 1)
►	Info Re Registered Office & Directors (Form 2)
►	Notice of Registered Office Address (Form 3)
►	Articles of Amendment (Form 4)
►	Changes Regarding Directors (Form 6)
►	Articles of Amalgamation (Form 9)
►	Articles of Continuance (Form 11)
►	Articles of Revival (Form 15)
►	Articles of Dissolution (Form 17)
►	Statement of Intent to Dissolve (Form 19)
►	Annual Return (Form 22)
►	Initial Return/Notice of Change for an extra-provincial company (Form 2 under the Corporations Information Act)

Electronic Filing of Articles of Incorporation (Ontario) and the Initial Return/Notice of Change (Form 1 under the Corporations Information Act) is supported.

Maintaining a Corporate History

One of the key characteristics which sets Fast Company apart from other corporate software is its focus on maintaining a complete corporate history. Changes of directors, officers, shareholdings, registered office, corporate name are recorded- not by deleting the existing entry and replacing it with the new, but rather by "effecting a change" as at a particular date- so that the software records and retains both the "before and after" information.

For example, in the case of a change of directors, if person "A" and "B" are resigning, but person "C" is being replaced by "D", Fast Company records these details so that you can historically view the composition of the board both before ("A", "B" and "C") and after ("A", "B" and "D") the change.

In fact, with respect to directors and officers you can click the History arrows one or more times to view, in sequence, the composition of the board of directors (or the list of officers) after each successive change.

Similarly, share transactions are tracked using a logical, straightforward design. Shares can only be issued from among the classes authorized, and shares cannot be transferred by someone who has not received them pursuant to an earlier recorded share transaction. The tracking of each share transaction lets you view the shareholder data in any number of convenient formats, as discussed below.

Viewing the Data - a Perspective for all Occasions

The superior design of Fast Company allows you to view the data from many different perspectives:

DIRECTORS
►	The default display, upon first accessing the Directors tab, is the View Current mode- in which a list of the current directors is displayed, showing the date each was elected;
►	Click the History button followed by the back and forward buttons to view, in sequence, particulars of each successive change of directors (i.e. each mouse click will present the list of directors as of the previous (or next) date that a change occurred);
►	Click to view or print the Directors Register for a list of all directors ever holding office- showing names as well as dates of election and resignation.
OFFICERS
►	The default display, upon first accessing the Officers tab, is the View Current mode- in which a list of the current officers is displayed- showing the name of the officer, the office held and the date elected or appointed;
►	Click the History button followed by the back and forward buttons to view, in sequence, particulars of each successive change of officers (i.e. each mouse click will present the list of officers as of the previous (or next) date that a change occurred);
►	Click to view or print the Officers Register for a list of all officers ever holding office- showing names, offices held as well as dates of election and resignation.
SHAREHOLDERS
►	The default presentation, upon first accessing the Issued Shares tab, is the Shareholders at Selected Date format (with the most recent share transaction date highlighted)- resulting in a list of each outstanding certificate, and identifying the transfer number, class of shares, certificate number and number of shares represented by that certificate;
►	Click another entry in the list of "share transaction dates" so as to display a similar list- but this time showing the certificates outstanding as at such other selected date;
►	At a mouse-click, change the type of list from Shareholders at Selected Date to Specific Shareholders' Transactions and then select one or more entries from the list of all persons who ever held shares of the corporation; the display will immediately change to a list of all recorded share transactions involving such person as transferor or transferee (showing transfer number, date, class, transferor, transferee and number of shares);
►	At a mouse-click, change the type of list again- this time to Transactions at Selected Date- and then select one or more entries from the list of "share transaction dates"; the display will immediately change to a list of all share transactions recorded as having occurred on the selected date(s);
►	View a list of all share certificates which have been voided or cancelled;
►	With any of the above lists- you can restrict the entries listed to those of a particular class of shares;
►	View or print the Shareholders Register for a list of all outstanding share certificates (showing date, shareholder and the number and class of shares);
►	View or print the Shareholders Ledgers- one is automatically created for each class of shares held by each shareholder; the ledger describes each share transaction and keeps a running balance of such shareholder's holdings of that class;
►	View or print the Share Transfer Register for an itemization of each recorded transfer of shares;
►	View or print the Stated Capital Ledger for an accounting of credits to and debits from the stated or "paid-up" capital (with facilities for manual insertion of entries).
PRINCIPALS
►	Click the Principals tab within a corporate record to view a table listing all persons who are or ever have been principals (incorporators, directors, officers, shareholders, members, committee members, contacts) of the corporation; a green checkmark in a column signifies that such person currently remains in such capacity whereas a red "X" indicates that he or she has resigned (or transferred all of his or her shares);
►	Highlight an entry in the Principals database and click cross-reference to generate a list of all corporations in which a particular individual is or has ever been a director, officer, shareholder, incorporator, member, etc. Note: The cross-reference feature can also be used to generate a list of all corporations using a particular bank or accountant.
LISTS OF CORPORATIONS
►	Design the "list formats" that you find useful- and save them for future use; it is incredibly fast and easy to do: specify the desired columns of information by simply "dragging and dropping" the fields from the corporate record into the columns of the List Format dialog (for example, you might want a list showing the corporate name, the solicitor's initials, file number, fiscal year end, and whether or not the corporation is active); specify the manner in which the list should be sorted by positioning that data in the first column (with a mouse click, you can reverse the sort order); if desired, specify filters to restrict which corporations will be listed (e.g. to generate a list of only those corporations which are active, which have fiscal year ends in March and for which the solicitor responsible has initials C.O.).
►	With a single mouse-click, generate a graphic corporate family tree- showing the parents (shareholders) and subsidiaries of the selected corporation; the chart presented sets out the shareholdings for each relation (expressed both as an absolute number and as a percentage of the total issued shares of that class).
REGISTRATIONS & FILINGS
►	You can enter into a corporate record particulars (name, registration date, expiry date, other details, etc.) of any registrations effected or documents filed on behalf of the corporation- such as trade name registrations, extra-provincial or "foreign jurisdiction" registrations, conditional sales agreements, leases, contracts and any other items you wish to record or diarize. Instantly generate a list (either filtered or not) of all Registrations & Filings for all corporations (e.g. you might create a list which will alert you to all registrations, of all corporations, which are scheduled to expire, or which have ticklers diarized for, any day in the next three months.
CALENDAR FEATURE
►	View fiscal year ends for your various corporate records in "wall-calendar" format (monthly calendar pages may be printed).
►	Also view, in "wall-calendar" format, expiry/tickler dates of Registrations & Filings associated with your corporate records.

Data Conversions from Competitive Products

Are you currently using a competitive product (or a proprietary database developed in-house) which is not satisfactory? Don't be deterred.

We've converted data from the following competitive applications:

►	CakeSoft Correct
►	Canterbury Corporate Manager
►	ExperCorp

In each case we have converted a significant number of firms and would gladly provide a half dozen references.

Conventional and “Pay-per-Use’ Licensing

NOTE: The pay-per-use pricing model is not offered for in-house use (i.e. corporate legal departments).

Fast Company is available either through the purchase of a conventional licence or a pay-per-use licence. Pricing for the conventional licence depends on various factors including number of workstations, capacity (in terms of number of corporate records to be retained), OBCA and CBCA optional add-on modules, Support and Upgrades. For more details, click here.

The pay-per-use licence allows you to take advantage of low initial costs and disbursable "per corporation" charges. Pricing for pay-per-use licensing is as follows:

● $300.00 per workstation (or per concurrent user on a network);

● disbursable "per record" charges of $50.00 per corporation;

which entitles you to:

►	full use of the program for any corporate record for which the software has been activated;
►	use of the Ontario (OBCA) and Federal (CBCA) forms modules;
►	support and Upgrades;
►	30-day approval period to ensure the software meets your needs.