Multi Member LLC Checklist
Once you’ve completed generating the Formation Documents using Goodwin Procter LLP’s Document Driver® and you are ready to officially form your limited liability company, you will need to take the following steps:
File Certificate of Formation with the Delaware Secretary of State
- Confirm availability of the name chosen for your company (this can be done at no charge at the Delaware Secretary of State website). Similarly it is suggested that you check the name in any state in which you will be doing business.
- Contact and retain the Registered Agent you selected when answering the Questionnaire.
- Review carefully the Certificate of Formation generated from your completed Document Driver® Questionnaire and confirm the information.
- Cause the Authorized Person to sign and date the Certificate of Formation.
- File the signed and dated Certificate of Formation with the Delaware Secretary of State. Filing may be accomplished directly with the Delaware Secretary of State or through a registered agent service such as The Corporation Trust Company or Corporate Service Company.
- You will receive evidence of filing and certification of formation once your Certificate of Formation has been accepted by the Delaware Secretary of State’s office.
Complete, Sign and Date Remaining Formation Documents
- Review carefully the remaining Formation Documents generated from your completed Document Driver® Questionnaire and confirm the information (including full legal names, correct addresses, unit amounts, etc.).
- If the founder(s) are contributing material intellectual property, any other assets of value or if the founder(s) plan to contribute more than the minimum amount of cash pre-set by Document Driver® to the company, consult with the founder(s) tax, accounting and/or legal advisors regarding reflecting the value thereof in the documents generated by Document Driver® prior to signing.
- Fill in all required dates, collect all signatures and attach applicable exhibits for each of the Formation Documents.
Issue Common Units to Founders
- Obtain from the founder(s) executed copies of their respective Subscription Letters and, to the extent applicable, Founder’s Restricted Unit Agreements.
- Obtain from the founder(s) executed copies of their respective Contribution and Assignment Agreements, to the extent applicable.
- Collect the applicable cash contribution, if any, from each founder (the cash contribution for each founder that is pre-set by Document Driver® is reflected next to his or her name in Schedule A of the Limited Liability Company Agreement under the heading “Capital Account”) and retain evidence of the contribution for the Company’s records.
- Any founder who is entering into a Founder’s Restricted Unit Agreement and subjecting his or her units to vesting, must decide whether or not to file an 83(b) election with the Internal Revenue Service (IRS). Such decision should be made in consultation with a tax advisor. To be effective, an 83(b) election must be filed with the IRS within 30 days of purchasing the units. See the 83(b) election memorandum posted on the Founder’s Workbench for further information. Any founder wishing to make an 83(b) election will need to consult with his or her legal and/or tax advisor for assistance in making this election and preparing the applicable tax form
- Obtain from all founder(s), employees and consultants executed copies of the Confidentiality & Intellectual Property Assignment Agreement, to the extent applicable.
- File to obtain a Federal Employer Identification Number. See the IRS website for instructions regarding the filing of Form SS-4. Filing can be completed online.
- File to obtain applicable state level identification numbers and other state level registrations, including workers’ compensation filings, depending upon the state in which your company’s office is located. Visit your state employment and tax agencies’ websites for further information.
- Securities law compliance. The federal and state securities laws may require governmental filings reflecting the issuance of units to founder(s). Please consult your legal counsel regarding compliance with these laws.
- Consider foreign state qualifications. Limited liability companies may be required to qualify in states (other than the one in which they are formed) if they transact business in that state. The registered agent services, such as Corporation Trust Company or Corporate Service Company, can facilitate this process.
- Set up and maintain the Company’s records, including a company minute book to hold important company documentation (including the Formation Documents).
- See Goodwin Procter LLP’s Founder’s Workbench for further instructions and guidance on launching your start-up company.