Limited Liability Company Formation — Complete Formation Document Preparation with Custom Operating Agreement
Syndicate Legal Advisory Services prepares the complete set of documents required to form a limited liability company in any U.S. state and to establish its internal governance, ownership, and compliance framework from the first day of operation. Working from the client’s answers to a structured intake, we draft, assemble, and organize every formation document, a custom operating agreement tailored to the company’s ownership and management structure, and the post-formation compliance calendar, so the company is formed correctly, governed by an agreement that reflects how its owners actually intend to operate, and positioned to stay in good standing. State filing fees, registered-agent fees, publication costs, and other third-party charges are not included in the flat fee and are the sole responsibility of the client.
Scope of work includes:
Formation planning and intake — a structured intake and written summary confirming the state of formation and the reasons for it, the company name and its availability and any required designators, the registered agent and office, the ownership structure (single-member or multi-member) and each member’s contribution and percentage interest, the management structure (member-managed or manager-managed), the tax classification (disregarded entity, partnership, or an election to be taxed as an S corporation or C corporation), whether the company will operate in other states, and any industry licensing or professional-entity requirements that bear on the formation.
Name reservation and availability — the name-availability search in the state of formation and the name-reservation filing where the client wants the name held before formation, together with a preliminary trademark-conflict screen and the assumed-name or DBA filing where the company will operate under a trade name.
Articles or certificate of organization — preparation of the articles of organization (or certificate of formation, in the state’s terminology) in the form the state requires, including any optional provisions appropriate to the company (management structure, limitation of member or manager liability, duration, purpose, and series or professional-LLC provisions where applicable), ready for filing with the secretary of state or equivalent, with filing instructions or, where the client elects, submission on the client’s behalf with the client paying the state fee directly.
Custom operating agreement — drafting of an operating agreement written for the company’s specific structure rather than adapted from a generic form, addressing: the members, their capital contributions, and their percentage or unit interests; the issuance of additional interests and the pre-emptive rights, if any; capital accounts, allocations of profit and loss, and distributions (including tax distributions); management authority and the powers, duties, and limitations of members or managers; voting thresholds and the matters requiring member approval; meetings, written consents, and records; fiduciary duties and their modification to the extent the state permits; indemnification and exculpation; transfer restrictions, rights of first refusal, and permitted transfers; buy-sell provisions on death, disability, divorce, bankruptcy, withdrawal, or termination of employment, with the valuation method and payment terms; deadlock resolution for two-member companies; admission and withdrawal of members; confidentiality, non-competition, and non-solicitation covenants where the client wants them; dissolution and winding up; tax matters, including the partnership representative designation and the S-corporation safeguards where that election is made; and dispute resolution. A single-member operating agreement is drafted to document the separateness of the company from its owner and to provide for succession.
Organizational consent and initial records — the written consent of the members or managers in lieu of an organizational meeting, adopting the operating agreement, confirming the members and their contributions, appointing managers and officers where used, authorizing the bank account and the tax elections, adopting the fiscal year, and ratifying the formation; the membership interest ledger; membership certificates where the company elects certificated interests; and the company record book index.
Tax identification and elections — preparation of the application for the federal employer identification number, the Form 2553 S-corporation election or Form 8832 entity-classification election where the client has chosen one, and the state tax registrations the company’s activities require (sales and use tax, employer withholding, and franchise or gross-receipts tax accounts).
State and federal compliance filings — the initial report or statement of information where the state requires one after formation, the publication notices for states that require newspaper publication of the formation, the beneficial ownership information report under the Corporate Transparency Act where the company is subject to it under the rules in effect at formation, and the foreign qualification applications and registered-agent appointments for any other states in which the company will do business.
Post-formation compliance toolkit — a compliance calendar and template set for the company’s recurring obligations: the annual or biennial report and franchise tax, the registered-agent renewal, the state tax filings, the beneficial ownership information updates where applicable, the annual member or manager consent, and the operating agreement amendment procedure, together with a one-page summary of the formalities the owners should observe to preserve limited liability.
Deliverable: a complete, indexed company record book (electronic and hard copy) containing the filed or file-ready articles, the executed operating agreement, the organizational consent, the membership ledger and certificates, the tax identification and election documents, the compliance filings, and the compliance calendar, with a filing checklist and signature-ready versions of each document for execution by the members and managers.
Engagement structure: flat-fee document preparation, scoped by the number of members, the management structure, the complexity of the operating agreement provisions selected (including buy-sell, deadlock, and covenant provisions), the tax election, and the number of states for foreign qualification. State filing fees, registered-agent fees, publication costs, expedited-processing charges, and any other government or third-party fees are not included and are the sole responsibility of the client, payable directly to the state or vendor or reimbursed to the firm at cost.