1777 Reisterstown Road
Suite 375

Pikesville, Maryland 21208

443-219-1020
443-219-1021
443-219-1020
443-219-1021
1777 Reisterstown Road
Suite 375

Pikesville, Maryland 21208

1777 Reisterstown Road
Suite 375

Pikesville, Maryland 21208

443-219-1020
443-219-1021

llc-intake






LLC Formation Checklist — GPS Law Group


LLC Formation Checklist

GPS Law Group — Please complete all applicable sections below.

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Part I — Client Information

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A. Name and Address of Client(s)
Please provide the full legal name and current mailing address of each individual or entity engaging GPS Law Group for this LLC formation.
Client #1

B. Engagement Letter and Waivers

If you have not yet signed the engagement letter, your GPS Law Group attorney will provide one before work begins.

Part II — Articles of Organization

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C. Name of LLC

The name must include “LLC,” “L.L.C.,” or “Limited Liability Company.” If your desired name is unavailable, GPS Law Group will contact you with alternatives.

D. Resident Agent
A resident agent (also known as a registered agent) is a person or entity designated to receive legal and official documents on behalf of the LLC. Every LLC must have a resident agent with a physical address in the state of formation.


Resident Agent Service Disclaimer: By selecting GPS Law Group as your Resident Agent, you acknowledge that fees and terms for this service will be set forth in the engagement letter or separate written communication from GPS Law Group. This service is subject to an annual fee, which will be communicated to you before any charges are incurred. GPS Law Group reserves the right to resign as Resident Agent upon reasonable notice.

E. Resident Agent Details
The resident agent must have a physical street address in the state of formation.

F. Principal Address of LLC

This is the primary business address where the LLC will operate. It will appear on public filings.

G. Principal Purpose of LLC

Many LLCs use a general purpose statement such as “to engage in any lawful act or activity.” If you have a specific purpose, please describe it here.

H. Name of Organizer or Authorized Person
The organizer is the person who signs and files the Articles of Organization. This is typically an attorney at GPS Law Group or one of the LLC’s initial members.

I. Include Limitation Statement?
A limitation statement in the Articles of Organization limits the liability of members for the debts and obligations of the LLC. Including this statement can provide an additional layer of legal protection.

J. Require Written Operating Agreement?
An operating agreement governs the internal operations of the LLC, including the rights and responsibilities of its members. While not always legally required, it is strongly recommended and considered best practice for all LLCs.

K. Other Provisions for Articles of Organization

Leave blank if none. Your attorney can advise on optional provisions that may benefit your LLC.

Operating Agreement — A. Members

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Please list every individual or entity that will be a member (owner) of the LLC. The first member listed will be designated as the Tax Matters Member (the primary point of contact for tax-related communications with the IRS).
Member #1 (Tax Matters Member)

e.g., “Individual,” “Maryland Corporation,” “Delaware LLC”
Required by the IRS for tax filings, including applying for an Employer Identification Number (EIN). This information is kept strictly confidential and is used solely for federal and state tax compliance.

Operating Agreement — B. General Provisions

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1. Effective Date of Operating Agreement

This is usually the date of formation, unless a different effective date is desired.

2. Address of Principal Office

This may be the same as the principal address listed in the Articles of Organization.

3. Statement of LLC’s Purpose

This may differ from or be more detailed than the purpose listed in the Articles of Organization.

4. Fiscal Year



Operating Agreement — C. Financial Statements & Accounting

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Indicate how financial information will be provided to members. This determines the level of financial transparency built into the Operating Agreement.




Operating Agreement — D. Initial Contributions

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1. Initial Contributions
List the initial capital contribution each member will make to the LLC. Contributions can be in the form of cash, property, services, or promissory notes. If property is contributed, describe whether it is subject to any debt.
Contribution #1
e.g., Cash, Real Property, Equipment. If property is encumbered by debt, note how it is secured.

2. Representations and Warranties Regarding Contributions

If you plan to prepare a separate contribution agreement, note that here. Otherwise, describe any warranties about the contributed property’s title, liens, or encumbrances.

Operating Agreement — E. Additional Contributions

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1. Are Additional Contributions Required?

2. Required Contribution Details
Additional Contribution #1

3. Capital Calls?

A capital call is a demand by the LLC for members to contribute additional capital. Specify how capital calls are initiated and the timeframe for members to comply.



4. Consequences of Failure to Fund
Select all consequences that should apply when a member fails to make a required capital contribution.









Operating Agreement — F. Distributions

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1. Tax Distributions
Tax distributions help members cover their personal income tax obligations arising from LLC income. These are common in multi-member LLCs to prevent members from owing taxes on income they have not yet received.




2. Operating Distributions





If distributions are based on percentages or units, please list the sharing ratio and/or economic units for each member below.

3. Distributions of Proceeds from Capital Transactions






4. Liquidating Distributions

Operating Agreement — G. Allocations of Profits and Losses

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Indicate how the LLC’s profits and losses will be allocated among members for tax and accounting purposes.





Operating Agreement — H. Loans from Members

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1. May Members Make Loans to the LLC?

2. Loan Terms (if permitted)


Operating Agreement — I. Transfers of Membership Interests

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1. Voluntary Transfers
Voluntary transfers govern how members may sell, gift, or otherwise transfer their ownership interests in the LLC.











2. Involuntary Transfers
Involuntary transfers occur when a member’s interest is transferred due to events outside the member’s control, such as a court judgment, bankruptcy, or divorce settlement.




3. Right of First Refusal
A right of first refusal gives the LLC or its members the opportunity to purchase a departing member’s interest before it can be sold to an outside party.




Operating Agreement — J. Disengagement Arrangements

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Disengagement arrangements (also called buy-sell agreements) set the terms under which a member can exit the LLC. These provisions help avoid disputes by establishing the mechanism and pricing in advance.
1. Type of Arrangement



2. Circumstances for Exercise




3. Price




Operating Agreement — K. Dissociation

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Dissociation occurs when a member ceases to be a member of the LLC, whether voluntarily or due to events such as death, disability, or bankruptcy. This section governs what happens in those situations.
1. Voluntary Withdrawal of a Member


2. Death, Disability, Dissolution or Bankruptcy of a Member






3. Dissolution/Termination of a Member’s Existence as a Member

Operating Agreement — L. Dissolution

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Dissolution provisions determine how and when the LLC can be terminated. Multiple triggers can apply simultaneously.
1. Consent of Members


2. Specific Event

3. Dissolution on a Specific Date

4. Involuntary Dissolution



Operating Agreement — M. Amendments

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Operating Agreement — N. Equity Interests as Compensation

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Will the LLC Issue Equity Interests as Compensation for Services?


If equity interests will be issued to non-member employees, consider whether economic interests or phantom interests would be more appropriate. Your GPS Law Group attorney can advise on the tax implications of each structure.

Operating Agreement — O. Public Offering

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Will the LLC Be Offering Interests to the Public?
If the LLC plans to offer interests to the public, this raises significant securities law and tax considerations, including publicly traded partnership taxation issues. Your attorney will discuss whether a corporate structure may be more appropriate.

Part III — General Member Information

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A. Classes (or Series) of Members

Initial Voting Rights

B. Manner of Consenting

Part IV — Member-Managed Operating Agreement

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Complete this section only if the LLC will be member-managed (i.e., all members participate in management decisions rather than delegating to designated managers). If the LLC will be manager-managed, skip to Part V.
A. Level of Consent or Action




B. Methods of Measuring Level of Consent



C. Items Requiring Different Levels of Consent
For each action below, select the level of consent required. Refer to the consent levels defined in Section A above: A = Managing Member, B = Majority, C = Supermajority, D = Unanimous, O = Other.

Part V — Manager-Managed Operating Agreement

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Complete this section only if the LLC will be manager-managed (i.e., one or more designated managers handle day-to-day operations). If the LLC is member-managed, you may skip this section.

A. Initial Managers

Manager #1
Required for IRS filings. This information is kept strictly confidential.

B. Qualification of Managers

C. Selection of Managers



D. Election or Appointment of Managers



Removal of Managers







5. Removal for Cause?
















6. Who determines whether “for cause” factors have been met?


E. Manner of Consenting (Managers)

F. Methods of Measuring Level of Consent (Managers)

G. Level of Consent for Manager Actions








Items Requiring Different Levels of Consent (Manager-Managed)
For each action, select the level of consent required. A = Single Manager, B = Majority Mgrs, C = Supermajority Mgrs, D = Unanimous Mgrs, E = Super Manager, F = Ratify Majority Mbrs, G = Ratify Supermajority Mbrs, H = Ratify Unanimous Mbrs, O = Other.

H. Duties of Managers








I. Management Fee and Arrangement

Leave blank if no management fee is planned. If applicable, describe the amount, frequency, and method of payment.

J. Titles of Certain Managers

e.g., “Managing Member,” “President,” “CEO.” Leave blank if no titles are desired.

K. Compensation of Managers

Leave blank if managers will not receive separate compensation (note: this is separate from distributions as a member).

Part VI — Other Matters

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A. Foreign Qualifications
If the LLC will conduct business in states other than its state of formation, it may need to register as a “foreign” LLC in those states. Each state has its own requirements and fees for foreign registration.


B. Capital Contribution Agreement Needed?













C. Business Already in Operation as Another Entity?


Tax considerations for initial contribution (book-up, taxable events, etc.) will be addressed by your attorney and tax advisor.

D. Tradename Registrations

List any “doing business as” (DBA) names the LLC will use.
Please note: Registration of a company name or tradename with the Secretary of State does not provide trademark protection. If trademark protection is desired, separate trademark registration may be necessary. Your GPS Law Group attorney can advise or provide a referral.


E. Schedule of Responsibilities
For each task below, indicate who is responsible and the estimated completion date. Your GPS Law Group attorney will discuss these assignments with you.
Task Party Responsible Promised to Client By

Confidentiality Notice: The information you provide in this form is protected by attorney-client privilege and will be used solely for the purpose of forming your LLC and preparing related legal documents. GPS Law Group maintains strict data security protocols in compliance with applicable professional responsibility rules.