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Online Deed Preparation

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  • 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.

  • Mapped Variables

  • Calculated Variables

  • For programming purposes. Please disregard.
  • For programming purposes. Please disregard.
  • For programming purposes. Please disregard.
  • For programming purposes. Please disregard.
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  • Current Entity Information

  • Select the type of the current business entity.
  • Select the state where the business was formed.
  • Date Format: MM slash DD slash YYYY
    Enter the date the business was formed.
  • Enter 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 ().
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  • Registered Agent Information

    Enter the following information about the registered agent of the current entity that is currently listed on the records of the .
  • (Optional)
  • (Optional)
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  • Current Entity Ownership and Management Structure

    Select the current ownership and management structure for the current business entity as it currently exists under state law.
  • Enter the current equity structure of the business.
  • 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?
  • Enter the current ownership structure of the business.
  • Enter the current management structure of the business.
  • 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?
  • 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.
  • 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?
  • 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?
  • 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?
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  • Current Business - Current Owner Information

  • Actions
    • Edit
    • Delete
    Use the Add Owner button below to add owners.

    Maximum number of owners reached.

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  • Current Business - Current Manager Information

  • Answer Yes if each owner listed earlier in the interview is also a manager and there are no other managers. Otherwise, answer No.
  • Actions
    • Edit
    • Delete
    Use the Add Manager button below to add managers.

    Maximum number of managers reached.

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  • New Entity Information

  • Select the type of new business entity.
  • Select the state where the business will be formed, amended, or domesticated.
  • Enter the date the business will be formed.
    Date Format: MM slash DD slash YYYY
  • 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.
  • Enter the address where business records are or will be kept.
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  • Business Purpose

    Most 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).

  • Fill in the blank: The purpose for which the company is formed is ________. Do not include a period or other closing punctuation.
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  • New Entity Ownership and Management Structure

    Select 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.

  • Enter the desired equity structure of the business.
  • 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?
  • Enter the desired ownership structure of the business.
  • 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.
  • 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?
  • 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.
  • 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?
  • 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.
  • 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?
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  • New Business - Owner Information

  • Actions
    • Edit
    • Delete
    Use the Add Owner button below to add owners.

    Maximum number of owners reached.

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  • New Business - Manager Information

  • 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.
  • Actions
    • Edit
    • Delete
    Use the Add Manager button below to add managers.

    Maximum number of managers reached.

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  • Registered Agent

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  • Registered Agent Information

    Enter 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.
  • (Optional)
  • (Optional)
  • The registered agent's address must be a physical address located in the state of formation. Do not enter a P.O. box.
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  • Tax Classification

    An 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.

  • 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?
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  • Special Planning for Married Couples in Community Property States

    Because 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.

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  • Tax Matters Representative

    Federal 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.
  • 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.
  • The selection below allows you to define the authority given to the tax matters representative.
  • 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.
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  • Employer Identification Number (EIN)

  • 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.
  • 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.
  • 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.
  • 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.
  • 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.
  • Use numbers only.
  • 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.
  • 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.
  • Enter the last day of your tax year. For example, "June 30" if your calendar year ends on June 30 each year.
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  • Voting and Non-Voting Equity

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  • Transfer of Equity

    This 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.

  • Permitted Transfers

  • 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."
  • 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.
  • 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.
  • Select Yes to allow each owner to freely transfer interests to a charitable remainder trust with income payable to 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.
  • 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.
  • 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.
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  • Fiduciary Duties

  • Duty 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 ___________________.
  • Duty of Loyalty

  • Complete this sentence (without closing punctuation): The duty of loyalty includes the following duties ___________________.
  • 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.
  • Indemnification and Exculpation

    In 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.
  • Answer Yes to exculpate and indemnify any party that acts on behalf of the company and complies with the fiduciuary duties defined above.
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  • Matters Requiring Special Vote

  • Defining "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.
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  • Debt Thresholds

    You 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.
  • Fill in the blank (numbers only): Approval is required for a single transaction with debt in excess of _________.
  • Fill in the blank (numbers only): Approval is required when all outstanding debt exceeds _________.
  • Investment Threshold

    You 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.
  • Fill in the blank (numbers only): Approval to make any loan, advance, or investment that exceeds _________.
  • Disposition of Assets

    You 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.
  • Non-Voting owners

    Although Non-Voting owners are generally not entitled to vote on business decisions, you may give them the right to vote on special approvals.
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  • Management

  • Selecting Yes will authorize reimbursement of the manager for reasonable expenses (such as travel and lodging) incurred on behalf of the company.
  • 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.
  • 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.
  • 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.
  • 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.
  • Select Yes to include provisions naming officers (President, CEO, etc.) of the company.
  • Officers

  • Answering No will include language allowing the new business to appoint officers at a later time.
  • Enter the name and office of each officer that you would like to appoint.
    NameTitle 
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  • Distributions of Available Cash

    The 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.
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  • Tax Distributions

    Phantom 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.

  • Selecting Yes helps ensure that a owner receives cash from the company to offset tax liabilty.
  • 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.
  • Enter the percentage of the assumed tax rate, using numbers only.
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  • Spousal Rights

    In 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.

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  • Effective Date

  • Although 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
  • Entire Agreement

    The 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.
  • List 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.
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  • You're Almost Done!

    Clicking the Submit button below will submit your information.

  • Attorney Information

  • StateBar Number 
  • Attorney Address

  • If you have a P.O. box or alternate address where you prefer to receive mail, enter it below.
  • Client Information

  • Enter the client's e-mail address to look up client information for this entry.
  • Please be sure to use the e-mail address that you used when you completed the order form.
  • Client Address

  • If you have a P.O. box or alternate address where you prefer to receive mail, enter it below.
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