Single Member LLC Checklist

Once you’ve completed generating the Formation Documents using Goodwin Procter Document Driver® and you are ready to officially form your single member limited liability company, you will want to take the following steps:

File Certificate of Formation with the Delaware Secretary of State

  1. 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.
  2. Contact and retain the Registered Agent you selected when answering the Questionnaire.
  3. Review carefully the Certificate of Formation generated from your completed Document Driver® Questionnaire and confirm the information.
  4. Cause the Authorized Person to sign and date the Certificate of Formation.
  5. 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

  1. Review carefully the remaining Formation Documents generated from your completed Document Driver® Questionnaire and confirm the information (including full legal names, correct addresses, etc).
  2. Fill in all required dates, collect all signatures and attach applicable exhibits for each of the Formation Documents.

Post-Formation

  1. Execute personally and obtain from all employees and consultants executed copies of the Confidentiality & Intellectual Property Assignment Agreement, to the extent applicable.
  2. 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.
  3. 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.
  4. Securities law compliance.  The federal and state securities laws may require governmental filings reflecting the issuance of an equity interest in the single member limited liability company to the founder.  Please consult your legal counsel regarding compliance with these laws.
  5. 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.
  6. Set up and maintain the Company’s records, including a company minute book to hold important company documentation (including the Formation Documents).
  7. See Goodwin Procter LLP’s Founder’s Workbench for further instructions and guidance on launching your start-up company.