STARTING A LIMITED LIABILITY COMPANY, CORPORATION, CHOICE OF ENTITY

business lawyers information center

MAIN PAGE | BILLABLE PRACTICES | TESTIMONIALS | PUBLICATIONS | SEARCH

CONTACT OUR LAWYERS TODAY

BOSTON 617.938.3928

LOS ANGELES 310.209.8236

TOLL FREE 866.677.NDVR(6387)

EMAIL US NOW

BOSTON, MASSACHUSETTS | LOS ANGELES, CALIFORNIA | GARDEN CITY, NEW YORK*

HMS ENDEAVOUR

In 1768, explorer James Cook sailed the Endeavour on an expedition to chart the transit of the planet Venus. He returned to England in 1771, having circumnavigated the globe and charted the coasts of New Zealand and eastern Australia for the first time in history. A replica of James Cook's Endeavour is pictured above.

ONLINE CHOICE OF BUSINESS ENTITY ORGANIZATION QUESTIONNAIRE.

DISCLAIMER: YOUR SUBMISSION OF THIS ONLINE CHOICE OF BUSINESS ENTITY ORGANIZATION QUESTIONNAIRE DOES NOT ESTABLISH AN ATTORNEY-CLIENT RELATIONSHIP BETWEEN YOU AND ENDEAVORLEGAL, ATTORNEYS AT LAW.

CLICK HERE TO CONTACT TO ONE OF OUR BUSINESS LAWYERS AND BECOME AN ENDEAVORLEGAL CLIENT.

ARE YOU READY TO SET UP YOUR OWN BUSINESS ENTITY? If so, complete the questionnaire below as completely as possible so that we can assist you in the choice of entity and formation process. Once you become an ENDEAVORLEGAL client, one of our business lawyers will contact you to discuss your information. Your answers here and initial telephone conferences with ENDEAVORLEGAL lawyers will permit us to draft and negotiate documentation specifically tailored to your venture's particular needs and complete the required organizational filings with the Secretary of State of the appropriate jurisdiction.

THE QUESTIONNAIRE

1 OF 17. NEW OR EXISTING BUSINESS?

2 OF 17. CHOICE OF ENTITY.

What type of business entity do you wish to form?

If you answered "I am not sure. Help me choose." please read Choice of Entity Considerations and Choice of Entity Considerations: Taxation. Still unsure? Don't worry - our lawyers will work with you to make an appropriate selection for your business. Please continue with this Online Choice of Business Entity Questionnaire starting with "Choice of Entity Considerations" below.

If you answered "I want to form a limited liability company.", Click Here to complete our Online Limited Liability Formation Questionnaire.

If you answered "I want to form a corporation.", Click Here to complete complete our Online Incorporation Questionnaire.

CHOICE OF ENTITY CONSIDERATIONS.

Please rank the level of importance of each consideration on the following list.

"1" = Most Important.

"7" = Least Important.

Minimizing The Possibility of Losing Limited Liability Protections.

Ability To Have More Than One Type of Ownership Interest.

Flexibility In Allocating Income Among Business Owners.

Obtaining Financing From Investors.

Obtaining Business Loans From A Bank.

No Separate Business Income Tax On Company Profits.

Minimizing Owner Employment Tax Obligations.

Ease of adding operating owners and investors and making transfers of ownership interests.

Are there any other considerations you would like us to take into account in assisting you in making a choice of entity determination? If so briefly describe these considerations below:

3 OF 17. PRINCIPAL PLACE OF BUSINESS.

Insert the address of the principal business office of your business. The address you provide may be a "home office." A post-office box is not acceptable.

Number and Street

Suite or Office Number

City or Town

County

State

Zip Code

4 OF 17. FEDERAL TAX IDENTIFICATION NUMBER (EIN).

Have you applied for a Federal Tax Identification Number (also known as the Employer Identification Number or EIN) for your business?

Fiscal Year (FY): What date will be the Fiscal Year End for the company?

NOTE: In general, limited liability companies and corporations electing "S" corporation status are required to use the calendar year as its fiscal year (December 31) unless it can demonstrate to the Internal Revenue Service that different fiscal year serves a valid business purpose.

5 OF 17. NAME OF THE COMPANY.

Please insert the desired name of the business entity to be organized exactly as you wish it to appear on public records. The name you select may not be available with the Secretary of State; please list two alternative names we can check for availability.

NOTE: The legal name of the business must include one of the following suffixes:

LIMITED LIABILITY COMPANY: "Limited Liability Company" or "LLC"

CORPORATIONS: "Corporation", "Incorporated", "Company", "Corp.", or "Inc."

The above are common variations; however, the required words may vary from state to state.

Please make BOTH LLC and corporation selections.

1st Choice:

2nd Choice:

3rd Choice:

6 OF 17. DESCRIPTION OF THE BUSINESS OF THE COMPANY.

Describe the general character of the business your company is anticipated to engage in (or presently engages in).

EXAMPLES:

"The general character of the business of the company is the provision of interior design and related services."

"The general character of the business of the company is the production and distribution of DVDs and the provision of related marketing services."

"The general character of the business of the company is the ownership, management and leasing of real estate."

The general character of the business of the company is:

7 OF 17. REGISTERED AGENT FOR THE SERVICE OF PROCESS.

A company's registered agent is the person who is designated in the organization documents filed with the Secretary of State that will receive service of process or other important documents from the state. All corporations and LLCs must choose a person to act as their registered agent. There are no restrictions regarding who can be a registered agent other than the person must be located and available at a physical street address within the state during normal business hours.

Insert the name and address of the registered agent for the service of process.

Name of Registered Agent

Number and Street

Suite or Office Number

City or Town

State

Zip Code

A company registered to do business in a state, or states, other than the state of organization must also have a registered agent in each state where it is so registered. If the business proposed to be organized plans to do business in a state, or states, other than the state of incorporation, please include the information for all additional registered agents in the "Additional Information" section below.

NOTE ABOUT THIRD PARTY SERVICE AS REGISTERED AGENT. Companies often engage third parties to serve as registered agent for service of process in both in the state of incorporation and in other states where the business venture conducts business. There are certain advantages to engaging a third party to serve as the company’s registered agent: (1) addition of an extra layer of privacy (the name and address of the registered agent is publicly available), and (2) third party service as registered agent ensures that if the company is named in a lawsuit, no one will surprise anyone at the office or home (if the company is run out of the house of one of the shareholders) with court papers.

ENDEAVORLEGAL can help you locate a company to provide registered agency services.

8 OF 17. MANAGEMENT.

Insert the name and business address of each member of the management of the business venture. In most states, one person may hold more than one office. Members of management do not need to be owners of the business venture.

Matters Relating to Real Estate: Only certain persons are authorized to execute and record documents relating to real estate. Please check the box preceding "Real Estate Signatory" if you would like the member of management to be authorized to sign documents relating to real estate.

Executive Manager

(President)

Number and Street

Suite or Office Number

City or Town

State

Zip Code

Real Estate Signatory

Administrative Manager

(Secretary)

Number and Street

Suite or Office Number

City or Town

State

Zip Code

Real Estate Signatory

Financial Manager

(Treasurer)

Number and Street

Suite or Office Number

City or Town

State

Zip Code

Real Estate Signatory

ADDITIONAL MEMBERS OF MANAGEMENT: If you wish to have additional members of management, please include their information in the "Additional Information" section below.

Board of Directors of a Corporation. If the business venture is organized as a corporation it must have a board of directors. Although requirements vary from state to state, in general a board of directors must consist of one or more individuals. If the corporation is to have more than one shareholder, the number of directors may not be less than three, except whenever there are only two shareholders, then there must be at least two directors. Directors do not need to be owners of the business venture. If you are organizing a corporation or are unsure of your choice of entity, insert the name and business address of each director of the corporation. If you wish to have additional members of the board of directors, please include their information in the "Additional Information" section below.

Director One

Number and Street

Suite or Office Number

City or Town

State

Zip Code

Real Estate Signatory

Director Two

Number and Street

Suite or Office Number

City or Town

State

Zip Code

Real Estate Signatory

Director Three

Number and Street

Suite or Office Number

City or Town

State

Zip Code

Real Estate Signatory

9 OF 17. ADDITIONAL SIGNATORIES (OPTIONAL).

A person in addition to members of management may be selected to execute company documents to be filed with the Secretary of State.

We recommend that the company permits an ENDEAVORLEGAL lawyer to execute documents to be filed with the Secretary of State on behalf of the business.

Name of Additional Signatory

Number and Street

Suite or Office Number

City or Town

State

Zip Code

10 OF 17. OWNERSHIP OF THE BUSINESS.

Upon formation, the company will have owners.

Check Only One Box.

Each owner will own an equal percentage interest in the business.

Each owner will NOT own an equal percentage interest in the business.

If you checked the second box, complete the following sentence.

The owners' percentage ownership interests in the business are anticipated to be as follows:

Will the company have more than 100 owners, have a fiscal year other than the calendar year OR will any of the owners of the business entity to be formed be a (a) corporation, (b) general or limited partnership, (c) pension plan, (d) charitable organization, (e) trust or (f) non-resident alien?

NOTE: If you answered "Yes" to the above question, you may not organize a "S" corporation.

Will all of the owners be active participants in the business or will some of the owners be investors only?

Describe in relevant detail what each owner is anticipated to contribute to the business in exchange for his/her ownership interest in the business. Examples include: Cash, Property and Time.

If the business venture is organized as a limited liability company or "C" corporation, the company may have more than one type of ownership interest. For example, investor owners will be permitted to have preferred rights to receiving company profits over operating owners, operating owners' ownership interests may be subject to a vesting period, etc.

Note that if the business venture is organized as a "S" corporation, the company may have only one class of ownership interest.

Check Only One Box.

There will be only one type of ownership interest in the business venture.

There will be more than one type of ownership interest in the business.

If you checked the second box, please describe the characteristics of each type of ownership interest as you envision them.

How will profits and losses be allocated among the owners (including both owner-operators and investors)?

Check Only One Box.

Pro-rata in accordance with an owner's percentage ownership interest in the business.

At least a portion of the profits generated by an owner will be allocated to that owner solely because that owner generated those profits (i.e. that owner brought in the client or customer that generated the profit, or that owner completed the work that generated the profit).

If you select this choice, please explain:

Profits and losses will be allocated in a fashion other than those described in the two choices directly above.

If you selected this choice, please explain:

11 OF 17. OWNER'S OTHER BUSINESS ACTIVITIES.

Will any of the owners engage in business or be employed other than in association with the contemplated business venture?

Check Only One Box.

No.

Yes.

If you answered "Yes", please describe the nature of the outside business activity or employment for each affected owner:

12 OF 17. GOVERNMENTAL REGULATION.

Will the business of the company be subject to any Federal, state or municipal licensing or regulatory board?

Examples: Medical Practice, Law Practice, Real Estate Brokerage/Agency, Business Selling Liquor and Food, etc.

Check Only One Box.

No. The business of the company will not be subject to governmental licensing and regulation.

Yes. The business of the company will be subject to governmental licensing and regulation.

If you selected "Yes", list the names of the licensing/regulatory boards:

13 OF 17. BUY-BACK OF OWNERSHIP INTERESTS.

Will ownership interests in the company be subject to "buy-back" by the company or owners in certain circumstances such as death, disability, divorce, termination of a working association with the company. etc.

Check Only One Box.

No.

Yes.

If you answered "Yes" please describe the contemplated "buy-back" arrangements and events triggering the "buy-back" as completely as possible.

14 OF 17. EMPLOYEES.

Will the business hire employees other than the owners in the near future?

Please do not include independent contractor the business plans to retain.

Check Only One Box.

No. We will not hire employees in the near future.

Yes. We will hire employees other than the owners in the near future.

15 OF 17. US CITIZENSHIP/RESIDENCY/IMMIGRATION STATUS.

Describe the US citizenship, residency and/or immigration status of each proposed owner of the business.

In addition, note whether each such owner will be an investor only or also perform work for or on behalf of the business or otherwise serve in a capacity similar to that of an employee of the business.

It is important for individuals to comply with all applicable Federal immigration laws regarding their association with the business venture and not attempt to circumvent their immigration status by investing in or otherwise associating with the business venture. We do not represent clients attempting to circumvent their residency status in the United States.

ENDEAVORLEGAL does not practice immigration law, but we are willing to work with immigration lawyers selected by you in regard to any immigration issues relating to the business of the company.

16 OF 17. ADDITIONAL INFORMATION.

Please include any additional information you would like us to consider and any questions you may have below.

17 OF 17. NAME AND CONTACT INFORMATION OF PERSON MAKING SUBMISSION.

Please include your name and contact information so that we can get in touch with you regarding your submission.

Name (First, Last)

Telephone Number

Best Time to Call

E-Mail

City or Town

State

PRESS SUBMIT TO SEND YOUR INFORMATION TO ENDEAVORLEGAL

WARNING:

Press Reset Only If You Are Sure You Want to Clear The Entire Questionnaire!

This Boston Business Lawyers' website

developed by FLIEGAN

CLICK HERE TO RETURN TO THE ENDEAVORLEGAL, ATTORNEYS AT LAW:

GARDEN CITY | LOS ANGELES | BOSTON BUSINESS LAWYER MAIN PAGE

*ENDEAVORLEGAL'S PRESENCE IN GARDEN CITY, NY IS COURTESY OF THE LAW OFFICE OF JASON R. CORRADO