1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 This intake interview collects the information needed to form, rehabilitate, or domesticate a business entity. Once you complete the interview, your answers will be forwarded to an attorney to prepare your documents. At any time during the interview—if you have entered all required answers (marked with *)—you can use the Next button to advance to the next screen. You can also use the Back button to return to a previous screen to check or change your answers. You can also use Save and Continue Later to save your progress at any time. Make or confirm your selection below, then click the Next button below to get started. What would you like to do?*Form a new business (formation)Redo the paperwork for an existing business (rehab)Move a business from one state to another (domestication)Mapped Variablesuser_rolemerge_data_routeentity_merge_data_routepriorentity_merge_data_routeentity_business_statute_citationentity_governing_statute_citationentity_governing_statute_title_tfentity_governing_statute_titleentity_involuntary_windup_citationentity_resolution_nomeeting_tfentity_resolution_nomeeting_citationentity_resolution_nomeeting_titleentity_formation_document_titleentity_formation_document_statutory_definition_tfentity_formation_document_statutory_citationentity_org_document_titleentity_org_document_statutory_definition_tfentity_org_document_statutory_citationentity_owner_statutory_titleentity_owner_statutory_definition_tfentity_owner_statutory_citationentity_manager_statutory_titleentity_manager_statutory_definition_tfentity_manager_statutory_citationentity_equity_statutory_definition_tfentity_equity_statutory_titleentity_equity_statutory_citationentity_equity_economic_statutory_titleentity_equity_economic_statutory_definition_tfentity_equity_economic_statutory_citationentity_equity_noneconomic_statutory_titleentity_equity_noneconomic_statutory_definition_tfentity_equity_noneconomic_statutory_citationstat_fiduciary_duties_tfstat_fiduciary_duty_care_cabined_tfstat_fiduciary_duty_care_citationstat_fiduciary_duty_carestat_fiduciary_duty_care_eliminate_tfstat_fiduciary_duty_care_modify_tfstat_fiduciary_duty_care_modify_limitation_tfstat_fiduciary_duty_care_modify_limitationstat_fiduciary_duty_loyalty_citationstat_fiduciary_duty_loyaltystat_fiduciary_duty_loyalty_eliminate_tfstat_fiduciary_duty_loyalty_modify_tfstat_fiduciary_duty_loyalty_modify_limitation_tfstat_fiduciary_duty_loyalty_modify_limitationstat_fiduciary_duty_loyalty_ratify_tfstat_fiduciary_duty_loyalty_modify_coi_tfstat_fiduciary_duty_loyalty_modify_account_tfstat_fiduciary_duty_loyalty_modify_noncompete_tfstat_fiduciary_duty_loyalty_identify_activities_tfentity_indemnity_restriction_tfentity_indemnity_restrictionentity_indemnity_restriction_citationentity_exculpation_standard_tfentity_exculpation_standardentity_exculpation_standard_citationentity_liquidation_notice_tfentity_liquidation_notice_citationentity_dissolution_documententity_dissociation_prohibition_enforceable_tfentity_dissociation_wrongful_withdrawal_tfentity_dissociation_wrongful_withdrawal_citationentity_domestication_state_tfYesNoentity_domestication_statute_citationentity_domestication_termentity_domestication_plan_titleentity_domestication_filing_titleentity_series_llc_state_tfYesNoentity_series_llc_statute_citationentity_community_property_state_tfYesNoentity_state_agency_nameentity_state_agency_divisionentity_state_agency_address Street Address Address Line 2 City AlabamaAlaskaArizonaArkansasCaliforniaColoradoConnecticutDelawareDistrict of ColumbiaFloridaGeorgiaHawaiiIdahoIllinoisIndianaIowaKansasKentuckyLouisianaMaineMarylandMassachusettsMichiganMinnesotaMississippiMissouriMontanaNebraskaNevadaNew HampshireNew JerseyNew MexicoNew YorkNorth CarolinaNorth DakotaOhioOklahomaOregonPennsylvaniaRhode IslandSouth CarolinaSouth DakotaTennesseeTexasUtahVermontVirginiaWashingtonWest VirginiaWisconsinWyomingArmed Forces AmericasArmed Forces EuropeArmed Forces Pacific State ZIP Code entity_state_agency_website entity_state_agency_phoneentity_state_agency_faxpriorentity_formation_document_titlepriorentity_org_document_titlepriorentity_governing_statute_citationpriorentity_governing_statute_titlepriorentity_domestication_state_tfYesNopriorentity_domestication_statute_citationpriorentity_domestication_termpriorentity_domestication_plan_titleYesNopriorentity_domestication_filing_titlepriorentity_series_llc_state_tfYesNopriorentity_series_llc_statute_citationpriorentity_community_property_state_tfYesNopriorentity_state_agency_namepriorentity_state_agency_divisionpriorentity_state_agency_address Street Address Address Line 2 City AlabamaAlaskaArizonaArkansasCaliforniaColoradoConnecticutDelawareDistrict of ColumbiaFloridaGeorgiaHawaiiIdahoIllinoisIndianaIowaKansasKentuckyLouisianaMaineMarylandMassachusettsMichiganMinnesotaMississippiMissouriMontanaNebraskaNevadaNew HampshireNew JerseyNew MexicoNew YorkNorth CarolinaNorth DakotaOhioOklahomaOregonPennsylvaniaRhode IslandSouth CarolinaSouth DakotaTennesseeTexasUtahVermontVirginiaWashingtonWest VirginiaWisconsinWyomingArmed Forces AmericasArmed Forces EuropeArmed Forces Pacific State ZIP Code priorentity_state_agency_website priorentity_state_agency_phonepriorentity_state_agency_faxCalculated Variablespriorentity_equity_title_singlepriorentity_equity_title_pluralpriorentity_manager_title_pluralpriorentity_manager_title_plural_possessivepriorentity_manager_title_singlepriorentity_manager_title_single_possessivepriorentity_owner_title_pluralpriorentity_owner_title_plural_possessivepriorentity_owner_title_singlepriorentity_owner_title_single_possessiveentity_equity_title_singleentity_equity_title_pluralentity_manager_title_singleentity_manager_title_single_possessiveentity_manager_title_pluralentity_manager_title_plural_possessiveentity_owner_title_singleentity_owner_title_single_possessiveentity_owner_title_pluralentity_owner_title_plural_possessivescenariollc-formationllc-domesticationllc-rehabdocument_storemerge_endpointis_sourceTrueFalsesource_tokenpassthrough_tokenedit_linkdocument_titleproduct_nameentity_manager_titlepriorentity_manager_titleentity_manager_title_possessivepriorentity_manager_title_possessiveentity_owner_titlepriorentity_owner_titleentity_owner_title_possessivepriorentity_owner_title_possessiveentity_owner_multiple_tfFor programming purposes. Please disregard. entity_manager_multiple_tfFor programming purposes. Please disregard. priorentity_owner_multiple_tfFor programming purposes. Please disregard. priorentity_manager_multiple_tfFor programming purposes. Please disregard. priorentity_owner_count_nupriorentity_manager_count_nuentity_owner_count_nuentity_manager_count_nuentity_llc_pllc_tfpriorentity_llc_pllc_tfentity_member_managed_smllc_tfentity_manager_managed_tf Current Entity InformationBusiness Name*Type of Business Entity*CorporationGeneral PartnershipLimited Liability CompanyLimited Liability Limited PartnershipLimited PartnershipProfessional CorporationProfessional Limited Liability CompanySelect the type of the current business entity. Formation State*AlabamaAlaskaArizonaArkansasCaliforniaColoradoConnecticutDelawareDistrict of ColumbiaFloridaGeorgiaHawaiiIdahoIllinoisIndianaIowaKansasKentuckyLouisianaMaineMarylandMassachusettsMichiganMinnesotaMississippiMissouriMontanaNationalNebraskaNevadaNew HampshireNew JerseyNew MexicoNew YorkNorth CarolinaNorth DakotaOhioOklahomaOregonPennsylvaniaRhode IslandSouth CarolinaSouth DakotaTennesseeTexasUtahVermontVirginiaWashingtonWest VirginiaWisconsinWyomingSelect the state where the business was formed.Formation Date Date Format: MM slash DD slash YYYY Enter the date the business was formed.File NumberEnter the number assigned to the by the when the was formed. You can usually find this information by searching the business information records on the website (). Registered Agent InformationEnter the following information about the registered agent of the current entity that is currently listed on the records of the . Type:*IndividualBusinessGender*MaleFemaleFirst Name*Middle Name(Optional)Last Name*Name SuffixJr.Sr.IIIIIIV(Optional)Business Name*Address* Street Address Address Line 2 (Optional) City AlabamaAlaskaArizonaArkansasCaliforniaColoradoConnecticutDelawareDistrict of ColumbiaFloridaGeorgiaHawaiiIdahoIllinoisIndianaIowaKansasKentuckyLouisianaMaineMarylandMassachusettsMichiganMinnesotaMississippiMissouriMontanaNebraskaNevadaNew HampshireNew JerseyNew MexicoNew YorkNorth CarolinaNorth DakotaOhioOklahomaOregonPennsylvaniaRhode IslandSouth CarolinaSouth DakotaTennesseeTexasUtahVermontVirginiaWashingtonWest VirginiaWisconsinWyomingArmed Forces AmericasArmed Forces EuropeArmed Forces Pacific State ZIP Code mailing_tf Different mailing address? Current Entity Ownership and Management StructureSelect the current ownership and management structure for the current business entity as it currently exists under state law. Current Business - Equity Structure*Enter the current equity structure of the business. The business has one class of equityThe business has multiple classes of equityI'm not sureCurrent Entity Equity Structure Notes (Optional)Optional notes. For example, what prevents you from answering this question now? What additional information do you need? Is there anything about the question that you do not understand? Current Business - Ownership Structure*Enter the current ownership structure of the business. The business has only one ownerThe business has multiple owners with equal interestsThe business has multiple owners with unequal interestsCurrent Business - Current Management Structure*Enter the current management structure of the business. Member-ManagedManager-ManagedI'm not sureCurrent Entity Management Structure Notes (Optional)Optional notes. For example, what prevents you from answering this question now? What additional information do you need? Is there anything about the question that you do not understand? Is the current business entity a series LLC?*Select Yes if the LLC is currently formed as a series LLC that can create one or more series with separate assets and liabilities. A series LLC is a more advanced strategy that is typically used for businesses with multiple lines of business or for real estate investment LLCs with multiple properties. See What are Series LLCs? for more information about series LLCs. YesNoI'm not sureCurrent Series LLC Option Notes (Optional)Optional notes. For example, what prevents you from answering this question now? What additional information do you need? Is there anything about the question that you do not understand? Does the current business entity have a valid ?*YesNoI'm not sureCurrent Notes (Optional)Optional notes. For example, what prevents you from answering this question now? What additional information do you need? Is there anything about the question that you do not understand? How is the current business entity currently taxed?*Disregarded EntitySubchapter SSubchapter CPartnershipI'm not sureCurrent Tax Classification Notes (Optional)Optional notes. For example, what prevents you from answering this question now? What additional information do you need? Is there anything about the question that you do not understand? Current Business - Current Owner InformationAdd Owners Actions Edit Delete Use the Add Owner button below to add owners. Add Owner Maximum number of owners reached. priorentity_owner_counter_nu Current Business - Current Manager InformationIs each owner of the current LLC also a manager?*Answer Yes if each owner listed earlier in the interview is also a manager and there are no other managers. Otherwise, answer No. YesNoAdd Managers Actions Edit Delete Use the Add Manager button below to add managers. Add Manager Maximum number of managers reached. priorentity_manager_counter_nu New Entity InformationBusiness Name*Type of Business Entity*Select the type of new business entity. CorporationGeneral PartnershipLimited Liability CompanyLimited Liability Limited PartnershipLimited PartnershipProfessional CorporationProfessional Limited Liability CompanyFormation State*Select the state where the business will be formed, amended, or domesticated.AlabamaAlaskaArizonaArkansasCaliforniaColoradoConnecticutDelawareDistrict of ColumbiaFloridaGeorgiaHawaiiIdahoIllinoisIndianaIowaKansasKentuckyLouisianaMaineMarylandMassachusettsMichiganMinnesotaMississippiMissouriMontanaNationalNebraskaNevadaNew HampshireNew JerseyNew MexicoNew YorkNorth CarolinaNorth DakotaOhioOklahomaOregonPennsylvaniaRhode IslandSouth CarolinaSouth DakotaTennesseeTexasUtahVermontVirginiaWashingtonWest VirginiaWisconsinWyomingFormation DateEnter the date the business will be formed. Date Format: MM slash DD slash YYYY Alternative Names (Optional)The Secretary of State will not allow you to register under a name that conflicts with an existing name. You may use the buttons below to suggest other names in case the name you chose is unavailable. If you would like to include more than one alternative, use the plus (+) button to the right to add additional names. Business Office - Address*Enter the address where business records are or will be kept. Street Address Address Line 2 City AlabamaAlaskaArizonaArkansasCaliforniaColoradoConnecticutDelawareDistrict of ColumbiaFloridaGeorgiaHawaiiIdahoIllinoisIndianaIowaKansasKentuckyLouisianaMaineMarylandMassachusettsMichiganMinnesotaMississippiMissouriMontanaNebraskaNevadaNew HampshireNew JerseyNew MexicoNew YorkNorth CarolinaNorth DakotaOhioOklahomaOregonPennsylvaniaRhode IslandSouth CarolinaSouth DakotaTennesseeTexasUtahVermontVirginiaWashingtonWest VirginiaWisconsinWyomingArmed Forces AmericasArmed Forces EuropeArmed Forces Pacific State ZIP Code Business Office - County– Fill Out Other Fields – Business PurposeMost U.S. states require businesses to state the entity's business purpose in the document filed with the state. The business purpose may be general (for example, "any lawful activity") or specific (for example, "real estate investment purposes, including buying, selling, renting, and otherwise dealing with residential and commercial real estate"). In most cases, restricting an entity's business purpose can raise questions about the entity's authority and create more problems than it solves. Specific business purposes are used primarily in two contexts: Professional Entities—If the business is a professional entity that can only engage in specific activities associated with the profession, the entity may be required to identify the authorized professional activity for which it is being formed. Special Purpose Entities—As a condition of financing or as a result of some other business arrangement, an entity may be contractually obligated to restrict its activities to a specific purpose. Even if the company is being formed to engage specific activity, there is usually no legal reason to restrict the company's authority. Unless one of the two exceptions above apply, it is usually best to give the company a general purpose (any purpose permitted by law). What is the purpose for which the company is formed?Any purpose permitted by lawA specific business purposeSpecific PurposeFill in the blank: The purpose for which the company is formed is ________. Do not include a period or other closing punctuation. New Entity Ownership and Management StructureSelect the ownership and management structure for the new business entity as it will exist under state law. Because the new business entity already exists under state law and is being domesticated to be governed by state law, the equity structure and ownership structure will remain the same for purposes of the domestication. Each owner's interest in the state business entity will be converted to an interest in the state business entity on a one-to-one basis. New Business - Equity Structure*Enter the desired equity structure of the business. The new business will have one class of equityThe new business will have multiple classes of equityI'm not sureEquity Structure Notes (Optional)Optional notes. For example, what prevents you from answering this question now? What additional information do you need? Is there anything about the question that you do not understand? New Business - Ownership Structure*Enter the desired ownership structure of the business. The new business will have only one ownerThe new business will have multiple owners with equal interestsThe new business will have multiple owners with unequal interestsWill the new business be owned by only two owners that are married to each other and that reside in a community property state?*Answer Yes if the LLC will have two owners that are married to each other and that reside in Arizona, California, Idaho, Louisiana, Nevada, New Mexico, Texas, Washington, or Wisconsin and will not be owned by any other owners. Otherwise, answer No. YesNoWill the new/updated LLC keep the same management structure as the existing LLC?*YesNoI'm not surePrior Entity Change Notes (Optional)Optional notes. For example, what prevents you from answering this question now? What additional information do you need? Is there anything about the question that you do not understand? New Business - Management Structure*Enter the desired management structure of the business. We recommend the manager-managed structure in almost all situations. See Member-Managed vs. Manager-Managed LLCs for more information. Member-ManagedManager-ManagedI'm not sureEntity Management Structure Notes (Optional)Optional notes. For example, what prevents you from answering this question now? What additional information do you need? Is there anything about the question that you do not understand? Will the new LLC be a series LLC?*Selecting Yes will authorize the the business to create one or more series with separate assets and liabilities. A series LLC is a more advanced strategy that is typically used for businesses with multiple lines of business or for real estate investment LLCs with multiple properties. See What are Series LLCs? for more information about series LLCs. YesNoI'm not sureSeries LLC Option Notes (Optional)Optional notes. For example, what prevents you from answering this question now? What additional information do you need? Is there anything about the question that you do not understand? New Business - Owner InformationAdd Owners Actions Edit Delete Use the Add Owner button below to add owners. Add Owner Maximum number of owners reached. entity_owner_counter_nu New Business - Manager InformationWill each owner also be a manager?*Answer Yes if each owner listed earlier in the interview will also be a manager and there will be no other managers. Otherwise, answer No. YesNoAdd Managers Actions Edit Delete Use the Add Manager button below to add managers. Add Manager Maximum number of managers reached. entity_manager_counter_nu Registered AgentWill the new LLC keep the same registered agent?YesNoSelect one of the following:I will choose my own registered agentI would like you to enroll me with an independent registered agent (for an additional $125 annual fee)nomap_set_entity_formation_state Registered Agent InformationEnter the following information about the the state of formation registered agent. The registered agent's address must be a physical address located in the state of formation. Type:*IndividualBusinessGender*MaleFemaleFirst Name*Middle Name(Optional)Last Name*Name SuffixJr.Sr.IIIIIIV(Optional)Business Name*Address*The registered agent's address must be a physical address located in the state of formation. Do not enter a P.O. box. Street Address Address Line 2 (Optional) City AlabamaAlaskaArizonaArkansasCaliforniaColoradoConnecticutDelawareDistrict of ColumbiaFloridaGeorgiaHawaiiIdahoIllinoisIndianaIowaKansasKentuckyLouisianaMaineMarylandMassachusettsMichiganMinnesotaMississippiMissouriMontanaNebraskaNevadaNew HampshireNew JerseyNew MexicoNew YorkNorth CarolinaNorth DakotaOhioOklahomaOregonPennsylvaniaRhode IslandSouth CarolinaSouth DakotaTennesseeTexasUtahVermontVirginiaWashingtonWest VirginiaWisconsinWyomingArmed Forces AmericasArmed Forces EuropeArmed Forces Pacific State ZIP Code mailing_tf Different mailing address? Tax ClassificationAn LLC is an entity created by state statute. The IRS did not create a new tax classification for the LLC when it was created by the states; instead IRS uses the tax entity classifications it has always had for business taxpayers: corporation, partnership, or disregarded as an entity separate from its owner, referred to as a “disregarded entity.” The IRS always classifies LLCs as one of these types of taxable entities. By default, a multi-owner LLC is taxed as a partnership and a single-owner LLC is a disregarded entity. If a “disregarded entity” is owned by an individual, it is treated as a sole proprietor. If the “disregarded entity” is owned by any other entity, it is treated as a branch or division of its owner. The LLC can change the tax classification by electing to be taxed as a corporation (usually an S corporation to avoid double taxation). See How to Choose a Tax Classification for an LLC for more information on choosing a tax classification for an LLC. In most cases, accepting the default classification with the option to make an S corporation election will provide the most flexibility.How would you like the new business to be taxed?*Keep the default tax classification, but provide the ability to elect to be taxed as an S corporation in the futureRequire the business to be taxed as an S corporationDo not include any S corporation provisionsI'm not sureS Corporation Option Notes (Optional)Optional notes. For example, what prevents you from answering this question now? What additional information do you need? Is there anything about the question that you do not understand? Special Planning for Married Couples in Community Property StatesBecause the new business will be owned by a married couple that resides in a community property state, you can choose which default tax classification to apply. Disregarded Entity—Does not require the LLC to file a separate tax return. Instead, income and loss is reported on the spouses' joint tax return. Many people prefer disregarded entity classification due to its simplicity. Partnership—Requires the LLC to file a separate partnership tax return (IRS Form 1065) and issue informational returns (Schedule K-1) to each spouse. This decision affects the tax classification only and does not affect the actual ownership of the LLC. The selection you make here will include language that is consistent with the choice you made on the prior screen. How should the new business be treated for tax purposes?*Disregarded EntityPartnership Tax Matters RepresentativeFederal law requires a tax matters representative (called a partnership representative in the Internal Revenue Code) to represent partnerships (including LLCs taxed as partnerships) in federal income tax audits and litigation. See Partnership Representative for more information. Who would you like to name as tax matters representative?* There can only be one designated tax matters representative for a taxable year at any time. Although the IRS does not require the tax matters representative to be a owner of the company, it is usually best to name a owner instead of an outside party. Tax Matters Representative Authority*The selection below allows you to define the authority given to the tax matters representative. The tax matters representative has broad authority to act on behalf of the new LLC without consulting the ownersThe tax matters representative can only act with owner approvalMust the tax matters representative also be a owner?*YesNoRequire the tax matters representative to opt out of partnership-level liability for audits?For LLCs taxed as partnerships, the Bipartisan Budget Act of 2015 changed prior law to impose any tax resulting from an audit on the LLC instead of on the members. Some LLCs may opt out of BBA and be subject to member-level audits under the same rules that apply to individual taxpayers. To qualify, the LLC must have less than 100 members, each of which must be an individual, a C corporation, any foreign entity that would be treated as a C corporation were it domestic, an S corporation, or an estate of a deceased partner. YesNoIndemnify the tax matters representative for acts taken in good faith and without gross negligence or willful misconduct?YesNo Employer Identification Number (EIN)Does the new business have an existing EIN that you would like to preserve?*If you have already obtained an EIN for this business venture and prefer to use that EIN to continue to report taxes, select Yes. Otherwise, select No. YesNoWould you like us to apply for an EIN on behalf of the new business?*It is often best to work with your accountant to obtain an EIN since the accountant will use the EIN for your tax filings. But if you do not have an accountant or would otherwise like us to obtain an EIN on your behalf, select Yes below. YesNoWho would you like to list as the "responsible party" in the EIN application?*The “responsible party” is the person who ultimately owns or controls the entity or who exercises ultimate effective control over the entity. The person identified as the responsible party should have a level of control over, or entitlement to, the funds or assets in the entity that, as a practical matter, enables the person, directly or indirectly, to control, manage, or direct the entity and the disposition of its funds and assets. Unless the applicant is a government entity, the responsible party must be an individual (i.e., a natural person), not an entity. We will also need to collect the responsible party's social security number to submit the application. Principal Business Activity*Select the option that best describes the principal activity of your business. If you do not see your business activity on the list, select "Other" and enter a brief description. This information is used for IRS statistics and has no effect on the types of business activities you may pursue. Health care & social assistanceWholesale-agent/brokerConstructionRental & leasingTransportation & warehousingAccommodation & food serviceWholesale-otherRetailReal estateManufacturingFinance & insuranceDo you expect to have employees (defined below) in the next twelve months?*For purposes of this question, an employee is generally a non-owner that will receive W-2 wages. Note that owners of partnerships and LLCs taxed as partnerships cannot receive W-2 wages. Instead, proceeds generated by the business pass through the company directly to individual owners. Unless the business will be taxed as an S corporation and owners will be paid a salary, do not include owners as employees, even if the owners will receive distributions from the business.YesNoEnter the number of employees expected in the next twelve months*Use numbers only. Do you expect employment tax liability to be $1,000 or less and want to file employment tax returns annually rather than quarterly?*Use the same definition of employee as above. Employment tax liability will generally be $1,000 or less if the business expects to pay $5,000 or less in W-2 wages. If you expect to pay less than $5,000 in W-2 wages and want to file annually instead of quarterly, check Yes. Otherwise, select No. YesNoDo you plan to use the calendar year as your tax year?*You must figure your taxable income on the basis of a tax year. A “tax year” is an annual accounting period for keeping records and reporting income and expenses. Unless you have a required tax year, you adopt a tax year by filing your first income tax return using that tax year.YesNoClosing Month of Taxable Year*Enter the last day of your tax year. For example, "June 30" if your calendar year ends on June 30 each year. Voting and Non-Voting EquityInclude provisions permitting the company to issue voting and non-voting equity?*YesNoMust non-voting owners be provided with notices of meeting of the voting owners?*YesNo Transfer of EquityThis section allows you to choose whether to restrict a owner from transferring that owner's equity to someone else. Restricting transferability of equity is a popular planning technique. It has two benefits: Preventing Unintended Business Partnerships. If the company has or could have more than one owner, restrictions on transferability protect the owners from being forced into a business partnership with anyone other than the current owner. Enhanced Creditor Protection. If a owner has creditors, restricting transferability can help defeat a creditor's claim to have an interest in the business under the rationale that the owner lacked authority to transfer equity to the creditor. The selections below allow you to choose whether to restrict transferability and, if you elect to do so, specify the conditions under which equity may be transferred. Do you want to restrict a ability to transfer equity?*YesNoRequire manager approval for transfers?*YesNoPermitted TransfersPermit transfers to family members?*Select Yes to allow each owner to freely transfer interests to family members. If you select this option, you will have the opportunity to customize the definition of "family member." YesNoFill in the blank: For purpose of the transfer provisions, a "family members" include the __________.*The default text is provided below. You may leave the text as-is to keep the default text, or you may change the text to create a customized definition. spouse, parent, siblings, descendants (including adoptive relationships and stepchildren), and the spouses of each such personsPermit transfers to trusts for the benefit of a owner?*Select Yes to allow each owner to freely transfer interests to a trust for the benefit of that owner. If you elect to include family members as permitted transferees (see above), the trust may also benefit the owner's family members. YesNoPermit transfers to charitable remainder trusts with income payable to a owner?*Select Yes to allow each owner to freely transfer interests to a charitable remainder trust with income payable to the owner.YesNoPermit transfers to businesses owned by the owner?*Select Yes to allow each owner to freely transfer interests to a corporation, partnership, or limited liability company owned by that owner. If you elect to include family members as permitted transferees (see above), owner's family members may also own the corporation, partnership, or limited liability company. YesNoPermit transfers to affiliates?*An "affiliate" is an organization or person who, directly or indirectly, controls, is controlled by, or is under common control with an owner. For example, if a company owns another company, both companies are considered "affiliates" of each other. Similarly, if the same owner owns two separate companies, each company is considered an "affiliate" of the other company. YesNoPermit transfers on the death of a owner?*Select Yes to allow the owner's equity to pass to the owner's executors, administrators, testamentary trustees, legatees, distributees, or beneficiaries upon the death of the owner. YesNo Fiduciary DutiesWould you like to specify the fiduciary duties that apply?YesNoDuty of CareWould you like to eliminate the duty of care?YesNoWould you like to modify the duty of care?YesNoDuty of care:Complete this sentence (without closing punctuation): The duty of care in the conduct or winding up of the company’s activities and affairs is to ___________________. {stat_fiduciary_duty_care:353}Duty of LoyaltyWould you like to eliminate the duty of loyalty?YesNoWould you like to modify the duty of loyalty?YesNoDuty of loyalty:Complete this sentence (without closing punctuation): The duty of loyalty includes the following duties ___________________.{stat_fiduciary_duty_loyalty:359}Allow ratification?Answer Yes allow the Members to ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty.YesNoIndemnification and ExculpationIn the business context, exculpation means relieving a party from liability to the business or to another party for actions taken in good faith on behalf of the business. Indemnification obligates the business to cover a party's expenses for actions taken in good faith on behalf of the business. Include indemnity and exculpation provisions?Answer Yes to exculpate and indemnify any party that acts on behalf of the company and complies with the fiduciuary duties defined above. YesNo Matters Requiring Special VoteCall a special meeting of the owners:*SupermajorityUnanimousNo Special ApprovalYesNoAmend the company's formation and organizational documents:*SupermajorityUnanimousNo Special ApprovalYesNoIssue new equity in the company:*SupermajorityUnanimousNo Special ApprovalYesNoIncur debt on behalf of the company:*SupermajorityUnanimousNo Special ApprovalYesNoApprove a transfer of equity:*SupermajorityUnanimousNo Special ApprovalYesNoMake investments on behalf of the company:*SupermajorityUnanimousNo Special ApprovalYesNoAcquire assets on behalf of the company:*SupermajorityUnanimousNo Special ApprovalYesNoDispose of the company's assets:*SupermajorityUnanimousNo Special ApprovalYesNoDistribute company property (other than cash) to an owner:*SupermajorityUnanimousNo Special ApprovalYesNoSettle lawsuits on behalf of the company:*SupermajorityUnanimousNo Special ApprovalYesNoWind up the company or declare bankruptcy:*SupermajorityUnanimousNo Special ApprovalYesNoReinstate the company if it has been dissolved:*SupermajorityUnanimousNo Special ApprovalYesNoMake decisions about the tax classification of the company or other tax-related decisions:*SupermajorityUnanimousNo Special ApprovalYesNoRemove and/or replace a manager:*SupermajorityUnanimousNo Special ApprovalYesNoRatify a transaction that would otherwise violate the duty of loyalty:*SupermajorityUnanimousNo Special ApprovalYesNoDefining "Supermajority"A supermajority vote is less than unanimous but more than majority. The question below allows you to define what will constitute a supermajority for voting purposes. What percentage of equity will constitute a supermajority for purposes of special approvals?* Debt ThresholdsYou indicated that special approval is required to incur debt on behalf of the company. The questions below allow you to set a single-transaction threshold and an aggregate-transaction threshold to allow the business to incur debt up to a threshold amount without special approval. Would you like to set thresholds below which the company may incur debt?*YesNoSingle Transaction Threshold*Fill in the blank (numbers only): Approval is required for a single transaction with debt in excess of _________. Aggregate Transaction Threshold*Fill in the blank (numbers only): Approval is required when all outstanding debt exceeds _________. Investment ThresholdYou indicated that special approval is required to make investments on behalf of the company. The questions below allow you to set a minimum threshold to allow the business to make investments up to a threshold amount without special approval. Would you like to set thresholds below which the company may make investments?*YesNoMinimum Investment Threshold*Fill in the blank (numbers only): Approval to make any loan, advance, or investment that exceeds _________. Disposition of AssetsYou indicated that special approval is required to dispose of the company's assets. The question below allows you to be more specific about the types of assets that may not be disposed of without special approval. Approval is required to dispose of:*Substantially all of the assetsAny assets (other than in the ordinary course of business)Non-Voting ownersAlthough Non-Voting owners are generally not entitled to vote on business decisions, you may give them the right to vote on special approvals. Should non-voting owners also be allowed to vote on special approvals?*YesNo ManagementShould the manager be reimbursed for reasonable expenses incurred on behalf of the company?*Selecting Yes will authorize reimbursement of the manager for reasonable expenses (such as travel and lodging) incurred on behalf of the company. YesNoWhat approval by managers is required to constitute an act of the company?*A majority in numberUnanimousMust each manager also be a owner?*Absent a business reason to do otherwise, it is usually best to select No. Keeping the management and ownership roles separate can provide better protection if a creditor or other undesired party acquires an interest in the LLC. YesNoInclude provisions restricting the ability to remove a manager?*If each owner will also be a manager and there will be no other managers, selecting Yes can prevent a creditor or other undesirable party that acquires an interest from removing the former owner from management, providing enhanced asset protection benefits. If the company will be managed by third-party managers, selecting No gives the owners more control over their economic investment. YesNoMay the owner remove a manager for bankruptcy?*If each owner will also be a manager and there will be no other managers, selecting No can prevent a creditor of a bankrupt owner from seeking to remove the owner from management. If the company will be managed by third-party managers, selecting Yes allows the owners to remove a bankrupt owner. YesNoRequire manager approval to amend governing documents?*If each owner will also be a manager and there will be no other managers, selecting Yes can prevent a creditor or other undesirable party that acquires an interest from amending the governing documents to allow removal of a manager. If the company will be managed by third-party managers, selecting No gives the owners more control over their economic investment. YesNoInclude provisions for appointment of officers?*Select Yes to include provisions naming officers (President, CEO, etc.) of the company. YesNoOfficersMust each officer also be a owner?*YesNoWould you like to name officers at this time?*Answering No will include language allowing the new business to appoint officers at a later time. YesNoNamed Officers*Enter the name and office of each officer that you would like to appoint. NameTitle Distributions of Available CashThe choices below allow you to specify when and whether the company must distribute available cash to the owners. Note that requiring the company to distribute available cash to the owners could dimish creditor protection if a creditor acquires an interest in the company. It is usually best to allow the manager to decide when and whether to distribute cash or assets to the owners.Distributions of cash or assets to the owners will be made as follows:*The company must distribute available cash to the owners on a periodic basisThe manager may decide when and whether to distribute cash or assets to the ownersThe company must make distributions:*At least annuallyAt least quarterly Tax DistributionsPhantom income is income that is taxable to a owner even if the owner has not received cash to pay the tax. Phantom income is a common problem for LLCs and S corporations. You can read more about phantom income at How to Avoid Phantom Income. Require the company to make distributions to cover each tax liability for the company's income?*Selecting Yes helps ensure that a owner receives cash from the company to offset tax liabilty. YesNoThe company must make tax distributions:*At least annuallyAt least quarterlyWhat tax rate should the company use to determine the amount of the each distribution?*The highest federal individual income tax rate is currently 37 percent. Note that seven states—Alaska, Florida, Nevada, South Dakota, Texas, Washington, and Wyoming—levy no personal income tax. If most or all owners live in a state that does not have an income tax, there is no reason to choose the second option. The highest federal individual income tax rateThe sum of the highest federal individual income tax rate and an assumed blended state income tax rate of 7 percentA flat tax in a specified percentagePercentage*Enter the percentage of the assumed tax rate, using numbers only. Spousal RightsIn community property states, a owner's spouse generally has a community property interest in any equity that the owner acquires during the marriage. A spouse's community property interest can give a owner's spouse the ability to manage, control, or dispose of equity unless the spouses provide otherwise. Community property rights can result in unintended consequences to the company and—if the company is or could be owned by multiple owners—to the other owners. A Spousal Consent attempts to avoid these consequences by having a owner's spouse consent to various terms of the operating agreement. The nine community property states are Arizona, California, Idaho, Louisiana, Nevada, New Mexico, Texas, Washington and Wisconsin. Even if no owner lives in a community property state now, though, people are migratory. There is always the chance that a owner will move to a community property state. Include spousal consent provisions to deal with spousal interests in a married equity?YesNo Effective DateWhen should the filing take effect?Immediately when the documents are filedAt a later dateDelayed Effective DateAlthough there is some variation on what state agencies will accept, sooner is usually better than later. The delayed effective date should be no later than 90 days (and preferably within 30 days) from today's date. Date Format: MM slash DD slash YYYY assembly_options formation_document org_document resolution loe guide ss4 ss-4 authorization Entire AgreementThe operating agreement will include a clause stating that the operating agreement and formation document represent the entire agreement between the parties. This clause—called a merger clause—ensures that no party to the agreement can claim to have an oral or other unwritten understanding that contradicts the terms specified in the operating agreement. If there are other agreements between the parties that need to be taken into consideration—for example, a buy-sell agreement or non-competition agreement—the options below allow you to reference those outside agreements in the merger clause. Are there any outside agreements that should be considered part of the same overall agreement between the parties to the operating agreement?YesNoOutside agreementsList the outside agreement or agreements, including the title and the date. For example, "Non-Competition Agreement between the parties dated January 1, 2020." If there are multiple agreements, combine them in the same answer. Do not include closing punctuation. You're Almost Done! Clicking the Submit button below will submit your information. Attorney InformationEmail Gender*MaleFemaleFirst Name*Middle NameLast Name*Name SuffixJr.Sr.IIIIIIVBar Number(s)*StateBar Number Firm NamePhone Number*Attorney AddressStreet Address* Street Address Address Line 2 (Optional) City AlabamaAlaskaArizonaArkansasCaliforniaColoradoConnecticutDelawareDistrict of ColumbiaFloridaGeorgiaHawaiiIdahoIllinoisIndianaIowaKansasKentuckyLouisianaMaineMarylandMassachusettsMichiganMinnesotaMississippiMissouriMontanaNebraskaNevadaNew HampshireNew JerseyNew MexicoNew YorkNorth CarolinaNorth DakotaOhioOklahomaOregonPennsylvaniaRhode IslandSouth CarolinaSouth DakotaTennesseeTexasUtahVermontVirginiaWashingtonWest VirginiaWisconsinWyomingArmed Forces AmericasArmed Forces EuropeArmed Forces Pacific State ZIP Code mailing_tf Different mailing address? Mailing Address*If you have a P.O. box or alternate address where you prefer to receive mail, enter it below. Street Address Address Line 2 (Optional) City AlabamaAlaskaArizonaArkansasCaliforniaColoradoConnecticutDelawareDistrict of ColumbiaFloridaGeorgiaHawaiiIdahoIllinoisIndianaIowaKansasKentuckyLouisianaMaineMarylandMassachusettsMichiganMinnesotaMississippiMissouriMontanaNebraskaNevadaNew HampshireNew JerseyNew MexicoNew YorkNorth CarolinaNorth DakotaOhioOklahomaOregonPennsylvaniaRhode IslandSouth CarolinaSouth DakotaTennesseeTexasUtahVermontVirginiaWashingtonWest VirginiaWisconsinWyomingArmed Forces AmericasArmed Forces EuropeArmed Forces Pacific State ZIP Code Client InformationClient E-mail LookupEnter the client's e-mail address to look up client information for this entry. Client E-mail Address*Please be sure to use the e-mail address that you used when you completed the order form. Enter Email Confirm Gender*MaleFemaleFirst Name*Middle NameLast Name*Name SuffixJr.Sr.IIIIIIVFirm NamePhone Number*Client AddressStreet Address* Street Address Address Line 2 (Optional) City AlabamaAlaskaArizonaArkansasCaliforniaColoradoConnecticutDelawareDistrict of ColumbiaFloridaGeorgiaHawaiiIdahoIllinoisIndianaIowaKansasKentuckyLouisianaMaineMarylandMassachusettsMichiganMinnesotaMississippiMissouriMontanaNebraskaNevadaNew HampshireNew JerseyNew MexicoNew YorkNorth CarolinaNorth DakotaOhioOklahomaOregonPennsylvaniaRhode IslandSouth CarolinaSouth DakotaTennesseeTexasUtahVermontVirginiaWashingtonWest VirginiaWisconsinWyomingArmed Forces AmericasArmed Forces EuropeArmed Forces Pacific State ZIP Code mailing_tf Different mailing address? Mailing Address*If you have a P.O. box or alternate address where you prefer to receive mail, enter it below. Street Address Address Line 2 (Optional) City AlabamaAlaskaArizonaArkansasCaliforniaColoradoConnecticutDelawareDistrict of ColumbiaFloridaGeorgiaHawaiiIdahoIllinoisIndianaIowaKansasKentuckyLouisianaMaineMarylandMassachusettsMichiganMinnesotaMississippiMissouriMontanaNebraskaNevadaNew HampshireNew JerseyNew MexicoNew YorkNorth CarolinaNorth DakotaOhioOklahomaOregonPennsylvaniaRhode IslandSouth CarolinaSouth DakotaTennesseeTexasUtahVermontVirginiaWashingtonWest VirginiaWisconsinWyomingArmed Forces AmericasArmed Forces EuropeArmed Forces Pacific State ZIP Code