Step 1 of 29 3% Hiddentest_mode_tf Yes No Hiddendate_startThis adds the current timestamp to the form when the user starts the form for the first time. Hiddenpermissions HiddenSales Channel Retail Wholesale HiddenModeWhat mode is the current form running. Development - payment (off) reviews (off) webhook (on) form_action (selectable) Beta - payment (on) reviews (off) webhook (on) form_action (submit) Production - payment (on) reviews (on) webhook (off) form_action (create) Development Beta (for review) Production 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) Hiddenload Yes No Hiddenis_sent_flag True False Hiddenis_paid_flag True False Hiddenexpire_tf True False HiddenMapped VariablesHiddenaffiliateFortenberry PLLCTestingHiddensite_name Hiddenuser_role Hiddenorder Hiddenmerge_data_route Hiddenentity_business_statute_citation Hiddenentity_governing_statute_citation Hiddenentity_governing_statute_title_tf Hiddenentity_governing_statute_title Hiddenentity_involuntary_windup_citation Hiddenentity_resolution_nomeeting_tf Hiddenentity_resolution_nomeeting_citation Hiddenentity_resolution_nomeeting_title Hiddenentity_formation_document_title Hiddenentity_formation_document_statutory_definition_tf Hiddenentity_formation_document_statutory_citation Hiddenentity_org_document_title Hiddenentity_org_document_statutory_definition_tf Hiddenentity_org_document_statutory_citation 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Hiddenentity_dissociation_prohibition_enforceable_tf Hiddenentity_dissociation_wrongful_withdrawal_tf Hiddenentity_dissociation_wrongful_withdrawal_citation Hiddenentity_domestication_state_tf Yes No Hiddenentity_domestication_citation Hiddenentity_domestication_term Hiddenentity_domestication_plan_tf Hiddenentity_domestication_plan_title Hiddenentity_domestication_plan_citation Hiddenentity_domestication_filing_title Hiddenentity_domestication_formation_document_tf Hiddenentity_series_llc_state_tf Yes No Hiddenentity_series_llc_statute_citation Hiddenentity_community_property_state_tf Yes No Hiddenentity_state_agency_name Hiddenentity_state_agency_full_name Hiddenentity_state_agency_division Hiddenentity_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 Hiddenentity_state_agency_website Hiddenentity_state_agency_phoneHiddenentity_state_agency_faxHiddenpriorentity_formation_document_title Hiddenpriorentity_org_document_title Hiddenpriorentity_governing_statute_citation Hiddenpriorentity_governing_statute_title Hiddenpriorentity_domestication_state_tf Yes No Hiddenpriorentity_domestication_statute_citation Hiddenpriorentity_domestication_term Hiddenpriorentity_domestication_plan_tf Hiddenpriorentity_domestication_plan_title Hiddenpriorentity_domestication_plan_citation Hiddenpriorentity_domestication_citation Hiddenpriorentity_domestication_filing_title Hiddenpriorentity_series_llc_state_tf Yes No Hiddenpriorentity_series_llc_statute_citation Hiddenpriorentity_community_property_state_tf Yes No Hiddenpriorentity_state_agency_name Hiddenpriorentity_state_agency_full_name Hiddenpriorentity_state_agency_division Hiddenpriorentity_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 Hiddenpriorentity_state_agency_website Hiddenpriorentity_state_agency_phoneHiddenpriorentity_state_agency_faxHiddenCalculated VariablesHiddenpriorentity_equity_title_single Hiddenpriorentity_equity_title_plural Hiddenpriorentity_manager_title_plural Hiddenpriorentity_manager_title_plural_possessive Hiddenpriorentity_manager_title_single Hiddenpriorentity_manager_title_single_possessive Hiddenpriorentity_owner_title_plural Hiddenpriorentity_owner_title_plural_possessive Hiddenpriorentity_owner_title_single Hiddenpriorentity_owner_title_single_possessive Hiddenentity_equity_title_single Hiddenentity_equity_title_plural Hiddenentity_manager_title_single Hiddenentity_manager_title_single_possessive Hiddenentity_manager_title_plural Hiddenentity_manager_title_plural_possessive Hiddenentity_owner_title_single Hiddenentity_owner_title_single_possessive Hiddenentity_owner_title_plural Hiddenentity_owner_title_plural_possessive Hiddenstat_regagent_sos_tf Hiddenstat_regagent_title Hiddenscenario llc-formation llc-domestication llc-rehab Hiddendocument_storeHiddenmerge_endpoint Hiddenis_source True False Hiddensource_token Hiddenpassthrough_token Hiddenedit_link form_route Hiddendocument_title Hiddenproduct_name Hiddenentity_manager_title Hiddenpriorentity_manager_title Hiddenentity_manager_title_possessive Hiddenpriorentity_manager_title_possessive Hiddenentity_owner_title Hiddenpriorentity_owner_title Hiddenentity_owner_title_possessive Hiddenpriorentity_owner_title_possessive Hiddenentity_owner_multiple_tfFor programming purposes. Please disregard. Hiddenentity_manager_multiple_tfFor programming purposes. Please disregard. Hiddenpriorentity_owner_multiple_tfFor programming purposes. Please disregard. Hiddenpriorentity_manager_multiple_tfFor programming purposes. Please disregard. Hiddenpriorentity_owner_count_nuHiddenpriorentity_manager_count_nuHiddenentity_owner_count_nuHiddenentity_manager_count_nuHiddenentity_new_llc_tf Yes No Hiddenentity_llc_pllc_tf Hiddenpriorentity_llc_pllc_tf Hiddenentity_member_managed_smllc_tf Hiddenentity_manager_managed_tf Hiddenentity_annual_filing_tf Hiddenentity_annual_filing_title Hiddenentity_annual_filing_fee Hiddenentity_annual_filing_interval Current Entity Information Business 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 MM slash DD slash YYYY Enter the date the business was or will be 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:* Individual Business Gender* Male Female First 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 Hiddenmailing_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 equity The business has multiple classes of equity I'm not sure Current 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 owner The business has multiple owners with equal interests The business has multiple owners with unequal interests Current Business - Current Management Structure*Enter the current management structure of the business. Member-Managed Manager-Managed I'm not sure Current 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. Yes No I'm not sure Current 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 Operating Agreement?* Yes No I'm not sure Current 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 Entity (Income Reported on Owner's Tax Return) Subchapter S Subchapter C Partnership I'm not sure Current 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 Owner Name Actions Edit Delete Use the Add Owner button below to add owners. Add Owner Maximum number of owners reached. Hiddenpriorentity_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. Yes No Add Managers Manager Name Actions Edit Delete Use the Add Manager button below to add managers. Add Manager Maximum number of managers reached. Hiddenpriorentity_manager_counter_nu New Entity Information Business Name*Be sure to include "LLC" (with or without a preceding comma, depending on your preference). 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. 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 - CountySelect CountyOther County 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 law A specific business purpose Specific 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. HiddenNew Business - Equity Structure*Enter the desired equity structure of the business. The new business will have one class of equity The new business will have multiple classes of equity I'm not sure 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? New Business - Ownership Structure*Enter the desired ownership structure of the business. The new business will have only one owner The new business will have multiple owners with equal interests The new business will have multiple owners with unequal interests Will 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. Yes No Will the new/updated LLC keep the same management structure as the existing LLC?* Yes No I'm not sure Prior 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-Managed Manager-Managed I'm not sure 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? 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. Yes No I'm not sure 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? Voting and Non-Voting EquityInclude provisions permitting the company to issue voting and non-voting equity?* Yes No Must non-voting owners be provided with notices of meeting of the voting owners?* Yes No New Business - Owner InformationAdd Owners Owner Name Actions Edit Delete Use the Add Owner button below to add owners. Add Owner Maximum number of owners reached. Hiddenentity_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. Yes No Add Managers Manager Name Actions Edit Delete Use the Add Manager button below to add managers. Add Manager Maximum number of managers reached. Hiddenentity_manager_counter_nu Registered Agent A registered agent is a person or organization that is located in and who can receive legal correspondence on behalf of . Each must have a registered agent and list the office of the registered agent. This requirement ensures that there is someone located in that can receive legal documents on behalf of the . If you live in , there is nothing to prohibit you from serving as your own registered agent. Doing so can save the cost of paying a third-party registered agent company every year, but there are two downsides: Loss of Anonymity – When you serve as your own registered agent, your name is publicly associated with the . And, if you use your home address, anyone that is interested can find out where the owner of the lives. Updating Records – Because the registered agent's address must be kept current, you will need to update your registered agent information with the state each time you move. If you don't mind these downsides, you can serve as your own registered agent. Otherwise, you might consider an independent registered agent service. The fees for independent registered agents are usually around $125 per year. We have an affiliate relationship with one of the most popular registered agent services (Northwest Registered Agent) and can help you sign up. Will the new LLC keep the same registered agent? Yes No Select one of the following: I will choose my own registered agent I 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:* Individual Business Gender* Male Female First 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 Hiddenmailing_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 future Require the business to be taxed as an S corporation Do not include any S corporation provisions I'm not sure S 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 Entity Partnership 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 owners The tax matters representative can only act with owner approval Must the tax matters representative also be a owner?* Yes No Require 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. Yes No Indemnify the tax matters representative for acts taken in good faith and without gross negligence or willful misconduct? Yes No Employer Identification Number (EIN) An employer identification number (EIN) is a nine-digit number assigned by the IRS. It's used to identify the tax accounts of employers and certain others who have no employees. The IRS uses the number to identify taxpayers who are required to file various business tax returns. EINs are used by employers, sole proprietors, corporations, partnerships, non-profit associations, trusts, estates of decedents, government agencies, certain individuals, and other business entities. 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. Yes No Would 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. Yes No Who 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 assistance Wholesale-agent/broker Construction Rental & leasing Transportation & warehousing Accommodation & food service Wholesale-other Retail Real estate Manufacturing Finance & insurance Do 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. Yes No Enter 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. Yes No Do 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. Yes No Closing 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. 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 owner's ability to transfer equity?* Yes No Require manager approval for transfers?* Yes No Permitted 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." Yes No Fill in the blank: For purpose of the transfer provisions, a owner's "family members" include the owner's __________.*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. Yes No Permit 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. Yes No Permit 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. Yes No Permit 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. Yes No Permit 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. Yes No Fiduciary Duties Fiduciary duties are an important—but often overlooked—aspect of law. A fiduciary duty is a responsibility to act on behalf of another person and, where necessary, to put the other person's interest ahead of one's own. It is not uncommon for LLC and to be involved in different activities, some of which could be viewed as adverse to the interest of the LLC or other or . State Fiduciary Duty Rules Show state-specific fiduciary duty rules The existence and scope of fiduciary duties is not clearly defined in . In this situation, it is particularly important for the to specify whether fidicuary duties should be included and, if so, to define the scope of a or fiduciary duties. Would you like to include fiduciary duties? Yes No Duty of Care Would you like to eliminate the duty of care?* Yes No Would you like to modify the duty of care?* Yes No Duty of care:*Complete this sentence (without closing punctuation): In the discharge of a Member/Manager's duties in the conduct or winding up of the Company's activities, each person serving as Member/Manager shall: _____________________. Duty of Loyalty Would you like to eliminate the duty of loyalty?* Yes No Would you like to modify the duty of loyalty?* Yes No Duty of loyalty:*Complete this sentence (without closing punctuation): In the discharge of a Member/Manager's duties in the conduct or winding up of the Company's activities, each person serving as Member/Manager is subject to the following duties: _____________________. 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. Yes No Indemnification 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. Yes No Matters Requiring Special Vote The options below allow you to limit the authority by requiring approval for certain fundamental business transactions. Select Yes for any action that requires approval. Select No for any action that the may take without approval. Call a special meeting of the owners:* Supermajority Unanimous No Special Approval Yes No Amend the company's formation and organizational documents:* Supermajority Unanimous No Special Approval Yes No Issue new equity in the company:* Supermajority Unanimous No Special Approval Yes No Incur debt on behalf of the company:* Supermajority Unanimous No Special Approval Yes No Approve a transfer of equity:* Supermajority Unanimous No Special Approval Yes No Make investments on behalf of the company:* Supermajority Unanimous No Special Approval Yes No Acquire assets on behalf of the company:* Supermajority Unanimous No Special Approval Yes No Dispose of the company's assets:* Supermajority Unanimous No Special Approval Yes No Distribute company property (other than cash) to an owner:* Supermajority Unanimous No Special Approval Yes No Settle lawsuits on behalf of the company:* Supermajority Unanimous No Special Approval Yes No Wind up the company or declare bankruptcy:* Supermajority Unanimous No Special Approval Yes No Reinstate the company if it has been dissolved:* Supermajority Unanimous No Special Approval Yes No Make decisions about the tax classification of the company or other tax-related decisions:* Supermajority Unanimous No Special Approval Yes No Remove and/or replace a manager:* Supermajority Unanimous No Special Approval Yes No Ratify a transaction that would otherwise violate the duty of loyalty:* Supermajority Unanimous No Special Approval Yes No 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. 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?* Yes No Single 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?* Yes No Minimum 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. Special approval is required to dispose of:* Substantially all of the assets Any 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?* Yes No 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. Yes No What approval by managers is required to constitute an act of the company?* A majority in number Unanimous Must 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. Yes No Include provisions restricting the owners' 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. Yes No May 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. Yes No Require 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. Yes No Include provisions for appointment of officers?*Select Yes to include provisions naming officers (President, CEO, etc.) of the company. Yes No OfficersMust each officer also be a owner?* Yes No Would you like to name officers at this time?*Answering No will include language allowing the new business to appoint officers at a later time. Yes No Named 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 basis The manager may decide when and whether to distribute cash or assets to the owners The company must make distributions:* At least annually At 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 owner's tax liability for the company's income?*Selecting Yes helps ensure that a owner receives cash from the company to offset tax liabilty. Yes No The company must make tax distributions:* At least annually At least quarterly What 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 rate The sum of the highest federal individual income tax rate and an assumed blended state income tax rate of 7 percent A flat tax in a specified percentage Percentage*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 owners equity? Yes No Effective DateWhen should the filing take effect? Immediately when the documents are filed At a later date Delayed 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. MM slash DD slash YYYY 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? Yes No Outside 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! Enter the client information, click the Complete button below, and verify your email address on the next screen. HiddenAttorney InformationHiddenEmail HiddenGender* Male Female HiddenFirst Name* HiddenMiddle Name HiddenLast Name* HiddenName SuffixJr.Sr.IIIIIIVHiddenBar Number(s)*StateBar Number HiddenFirm Name HiddenPhone Number*HiddenAttorney AddressHiddenStreet 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 Hiddenmailing_tf Different mailing address? HiddenMailing 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 InformationHiddenemail_error_tf Yes No Do you want to correct your email address? Once complete Click HereClient 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* Male Female First Name* Middle Name Last Name* Name SuffixJr.Sr.IIIIIIVFirm Name Phone 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 Hiddenmailing_tf Different mailing address? HiddenMailing 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 Document OptionsThe options below can help further customize your document to meet your preferences. Choose Preparer*-Select-Set To ClientJeramie J. Fortenberry, J.D., LL.M. | Omit Bar NumberJeramie J. Fortenberry, J.D., LL.M. | Texas (240555494)Jeramie J. Fortenberry, J.D., LL.M. | Florida (0014322)Jeramie J. Fortenberry, J.D., LL.M. | Mississippi (101565)Jeramie J. Fortenberry, J.D., LL.M. | Alabama (8394J71F)Select the documents that you would like included with this assembly: formation_document org_document resolution loe guide ss4 ss-4 authorization domestication_plan entity_domestication_filing priorentity_domestication_filing priorentity_research research File Format*PDF files do not require word processing software like Microsoft Word. The disadvantage of PDF files is that they are difficult to edit after assembly (although you can always contact us if you need to change your answers). Microsoft Word files can be edited in Microsoft Word (or compatible software) after the document is created. PDF (.pdf) files Microsoft Word (.docx) files Fix formatting errors?Our software will look for items like improper capitalization and attempt to correct them. If you would like to turn this feature off, select No. It is usually best to leave the answer as Yes. Yes No HiddenTerms of Use*Your use of the information and tools provided on this site, including any calculators, our software, and the documents generated by the software (collectively, this “site”), is governed by these Terms of Use. By using this site, you are agreeing to each of the terms described in these Terms of Use. No Attorney-Client Relationship This site does not and cannot create an attorney-client relationship with DeedClaim LLC or any law firm or any attorney. Your use of this site does not include any legal advice, explanation, opinion, or recommendation about your possible legal rights, remedies, defenses, options, selection of forms, or legal strategies. No Tax Advice The information contained in this site does not constitute tax advice. Any discussion of tax matters contained in this site is not intended or written to be used, and cannot be used, for the purpose of avoiding penalties under the Internal Revenue Code or promoting, marketing or recommending to another party any transaction or matter. Self-Representation We will not provide any service other than access to our drafting software, which you use at your own risk, and related non-legal services. You are representing yourself in any legal matter you undertake through our site. Our service is not a substitute for the advice of an attorney. We will not provide any legal advice, and your communications with us are not protected by the attorney-client privilege or work product doctrine. Information on This Site This site provides an online legal portal to give visitors a general understanding of the law. It also provides an automated software solution to individuals who choose to prepare their own legal documents. 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If you have specific legal questions, you should consult with an attorney. No Responsibility We are not responsible for any loss, injury, claim, liability, or damage related to your use of this site or any site linked to this site, whether from errors or omissions in the content of our site or any other linked sites, from the site being down or from any other use of the site. In short, your use of the site is at your own risk. THIS SITE IS PROVIDED AS-IS WITH NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. YOU ASSUME COMPLETE RESPONSIBILITY AND RISK FOR USE OF THIS SITE. DeedClaim LLC expressly disclaims all liability, loss or risk incurred as a direct or indirect consequence of the use of this site. By using this site, you waive any rights or claims you may have against DeedClaim LLC in connection with their use. 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Information on This Site This site provides an online legal portal to give visitors a general understanding of the law. It also provides an automated software solution to individuals who choose to prepare their own legal documents. The information published on this site is only general information on issues that are commonly encountered. Although we try to ensure that the information on our website and documents are up-to-date and legally sufficient, the legal information on this site is not legal advice and is not guaranteed to be correct, complete or up-to-date. Because the law changes rapidly, is different from jurisdiction to jurisdiction, and is also subject to varying interpretations by different courts and certain government and administrative bodies, we cannot guarantee that all the information on the site is completely current. The law is a personal matter, and no general information or legal tool like the kind we provide can fit every circumstance. You should not rely upon this site as a substitute for seeking legal advice from an attorney. The information on this site is general information only and is not specific to your situation. If you have specific legal questions, you should consult with an attorney. No Responsibility We are not responsible for any loss, injury, claim, liability, or damage related to your use of this site or any site linked to this site, whether from errors or omissions in the content of our site or any other linked sites, from the site being down or from any other use of the site. In short, your use of the site is at your own risk. THIS SITE IS PROVIDED AS-IS WITH NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. YOU ASSUME COMPLETE RESPONSIBILITY AND RISK FOR USE OF THIS SITE. 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We anticipate that all of this information will become a matter of public record when the deeds are filed. As part of the normal operation of the underlying software, our platform stores information that you have entered (as well as a copy of the formation documents generated based on such information) so that the underlying software can operate as designed. By using our software, you confirm that you have authority to share any information that you furnish. DeedClaim LLC disclaims any and all liability in connection with the collection, use or disclosure of the information furnished by you or otherwise collected by this tool. Future Modification DeedClaim LLC at its sole discretion and at any time may choose to change the terms, conditions, content and operation of this site without any obligation to notify any person, including any prior user of this site. DeedClaim LLC also reserves the right to refuse to provide access to this site, and it shall not be liable for any losses resulting from such refusal. I agree to the Terms of Use Product NameHiddenOptionsStandardTotal $0.00 Form Action* Save Entry Save Entry and Send Testing Save Entry, Create Document and Send To Admin Save Entry, Create Document and Send To Preparer Once they are complete, the domestication documents will be delivered to you by e-mail at the e-mail address you provided. If that e-mail address is incorrect, please use the Previous button below to correct the e-mail address before submitting this form.You have completed the interview. Please click submit below to send your answers for review. Δ
