Client Information
Please provide your contact information. This helps us identify who we are representing
and ensures we can reach you throughout the LLC formation process.
Engagement Confirmation
This confirms that you have received and reviewed the engagement letter and any applicable waivers from our firm.
Articles of Organization
This information is needed to file the Articles of Organization (also called a Certificate of Formation) with the state.
These details become part of the public record of your LLC.
Resident Agent Address
Principal Address of LLC
Describe the primary business activity the LLC will conduct.
Any additional provisions you’d like included in the Articles of Organization.
Member Information
Provide details for each member (owner) of the LLC. The first member listed will be designated as
the Tax Matters Member, who serves as the primary contact with the IRS on behalf of the LLC.
Why we need your Taxpayer Identification Number (TIN): Your TIN (Social Security Number for individuals, or EIN for entities) is required so we can file formation documents and tax elections with the IRS on your behalf. This information is kept strictly confidential and is never shared with third parties.
General Provisions
These provisions establish the foundational terms of the LLC’s operating agreement, including effective date, address, purpose, and fiscal year.
Address of Principal Office
If different from the principal address listed in the Articles of Organization.
This may be more detailed than the purpose listed in the Articles. Describe the full scope of the LLC’s intended business activities.
Financial Reporting
How should financial information be shared with members?
Contributions & Distributions
This section covers what each member is contributing to the LLC (money, property, or services), and how the LLC will distribute profits and handle losses. These terms are central to your operating agreement.
Initial Contributions
What is an initial contribution? This is what each member puts into the LLC at the start — it could be cash, property, equipment, intellectual property, or services. The value of each contribution typically determines the member’s ownership percentage.
Describe any representations and warranties regarding debt and title related to contributions. Consider whether a separate contribution agreement is needed.
Additional Contributions
Capital Calls
What is a capital call? A capital call is when the LLC requests additional money from its members, typically to cover expenses or fund new investments. This section determines who can make that request and the process members must follow.
Distributions
Distributions are payments from the LLC to its members. This section covers tax distributions (to help members cover their tax obligations), operating distributions (regular profit sharing), distributions from capital transactions (e.g., property sales), and liquidating distributions (when the LLC winds down).
How should proceeds from major capital events be distributed?
Allocations of Profits and Losses
Loans from Members
Transfers, Dissociation & Dissolution
These provisions control how membership interests can be transferred, what happens when a member leaves (voluntarily or involuntarily), and when the LLC can be dissolved.
Voluntary Transfers of Membership Interests
These provisions protect all members by controlling who can become an owner of the LLC. Restrictions on transfers are standard in most operating agreements.
Involuntary Transfers
These occur through events like bankruptcy, divorce, or creditor actions.
Right of First Refusal
A right of first refusal gives the LLC or its members the opportunity to buy a member’s interest before it can be sold to an outside party.
Disengagement Arrangements (Buy-Sell)
Disengagement arrangements define how a member can exit the LLC and how their interest is valued and purchased. Common structures include puts (member can force sale), calls (LLC/other members can force purchase), or mutual buy-sell agreements.
Dissociation
Dissociation describes what happens when a member ceases to be a member — whether voluntarily (withdrawal) or involuntarily (death, disability, bankruptcy).
Dissolution of the LLC
Amendments, Equity & Public Offering
Consent for Approval of Amendments
How should changes to the Operating Agreement be approved?
Equity Interests as Compensation
Public Offering
Management Structure
An LLC can be managed directly by its members (member-managed) or by designated managers (manager-managed). This section covers the governance structure for your LLC.
Consent Levels (Member-Managed)
Define the levels of authority needed for different types of decisions. Select which levels apply to your LLC and assign them to specific actions in the matrix below.
Actions Requiring Consent (Member-Managed)
For each action, select the level of consent required. If left blank, the default consent level will apply.
Manager Information
Qualification of Managers
Selection of Managers
Election or Appointment of Managers
Removal of Managers
Manager Consent & Decision-Making
Actions Requiring Consent (Manager-Managed)
For each action, select the required consent level. Leave blank to use the default level.
Duties of Managers
Management Fee & Compensation
Other Matters
Foreign Qualifications
If the LLC will do business in states other than where it is formed, it may need to register as a “foreign LLC” in those states. Each state has its own rules for when registration is required.
Capital Contribution Agreement
Existing Business Conversion
Note any considerations regarding book-up, taxable events, etc.
Tradename Registrations
Please note: Registration of a company name or tradename with the Secretary of State does not provide trademark protection. Separate trademark registration may be advisable.
Schedule of Responsibilities
This tracks who is responsible for each formation task and the promised completion date.
| Task |
Party Responsible |
Promised Date |
