Entity Formation Checklist

Name of Person Filling out This Form:

How Did You Find Out About This Firm?

Referral From _______________________

Word of Mouth
Yelp
Online Search
Other:

Have You Watched Our Online YouTube Video on Whether Your Business Needs to be in an Entity?
http://www.youtube.com/watch?v=cnNH_0HHqbM

Yes
No

Have You Watched Our Online YouTube Video on Whether Your Business Should be in an LLC?
http://www.youtube.com/watch?v=sp63o89nEw8

Yes
No

1
Entity Type You Want/Are Considering:

Corporation
S Corporation
Professional Corporation
Limited Liability Company
Limited Partnership
General Partnership
Other, describe:

What state are you considering registering your entity in?

California
Delaware
Nevada
Other: _________________________________________________________________

Proposed Names for the Entity (If its an LLC, it must have LLC or Limited Liability Company
attached to it; if its a corporation in California, it can have Inc. or Incorporated, etc., but does not
have to. If its a professional corporation, you should check your governing agencys website to see if
it has name requirements. In any event, the name is not required to have a comma in it. For example
123 Main Street LLC is acceptable.). List the names in order of preference.

Will the Entity do business in a trade name that is different from the Entity name? (For example, if the
business is an LLC, and ends in LLC, will you be dropping the LLC in your day-to-day business use,
or using an entirely different name?)

Yes
No
To be discussed

2
Is this a new business?

Yes
No
To be discussed

If you checked No, then is this business being started with assets from another company, or a
company you co-owned with someone else?

Yes, assets are from another company

Yes, assets are from a company I owned with someone else
No
To be discussed

If this is a preexisting business, or you are transferring assets/client lists from a preexisting business
(or businesses) to put into this new entity, please provide a list of the assets, along with their current
fair market value. Include a list of liabilities as well.

3
For your new business, please describe the cash and assets you will be contributing or lending to the
new business. Typical fund sources are capital contributions or loans. Please double check with your
accountant/tax advisor to determine what makes sense for you in your situation.

CAPITAL CONTRIBUTION: The incorporator(s)/founder(s) is/are contributing the following cash

and assets to the business as our/their initial investment (list the individual and describe the
nature of the contribution):

LOAN: Cash is being loaned to the business which will be paid back over time.
o The loan is being made by:
Me (check if applicable)
Someone else:

4
Describe the principal activity of the business:

Does the activity of the business require a professional license or trade certification? If so, please
describe.

What do you expect the annual gross revenue you to be over the next few years, per year?

5
If the activity involves real estate, please describe in detail the real estate activities and the type(s) of
real estate that may be involved. For example, your entity . . .:

Rents or leases property that it owns.

Uses capital to build property.
Sells property for others.
Manage real estate for others.
Will buy, improve, and sell real estate (aka flip)
Other - please specify:

Will the sales of your goods or services be . . . . ?

Brick and Mortar/Face-to-Face

Online

Both

Wholesale

Direct Sales

Auction House

Retail

Other/To be discussed

If wholesale, do you own or take title to the goods that you sell?

Yes

No

6
Street Address of Principal Executive Office of the Business
(Cannot be a PO Box, but can be a private mailing service, like UPS Store or Mailboxes Etc.):
(Note: this address will be public record, we recommend
that you do not use your home address)

California Office Where Business Records Are Maintained

(Cannot be a PO Box, but can be a private mailing service, like UPS Store or Mailboxes Etc.):
(Note: this address will be public record, we recommend
that you do not use your home address)

Mailing Address for the Business

(Can Be a PO Box):
(Note: this would also be the address you use
for your personal income tax return; Also this
address will be a public record, so may not want
to use if this is a home address)

Fax Number for Business (or principal):

Phone Number for the Business (or principal):

Your Business Email Address (not currently a public record:

Personal Email Address (if you want to use that instead not a public record):

7
Owners/percentage owned by each member/partner/shareholder/owner:

/ %

/ %

/ %

8
Will ownership of the business be by a married couple or registered domestic partnership?

Yes, married couple

Yes, registered domestic partnership

Unmarried individual(s)

Combination of married couples (or RDPs) and unmarried individuals

If you are an individual and are married under applicable state law, you may choose to have your LLC
be taxed as a single-member LLC or as a partnership. Usually, especially in California under community
property laws, married couples choose to be taxed as a single-member LLC.

Taxed as a single-member LLC.

Taxed as a partnership.

Please describe how shares/interests will be held (e.g., individually, in a trust, by another entity):

If owners will hold shares/interests in Trust, or in an Entity, please describe:

If any individual is married, please indicate whether shares are being held as separate or community
property. In either event, please provide name of spouse.

For each owner, indicate:

Yes, my ownership is community property with my spouse.

No, my ownership is my separate property.

Yes, my ownership is community property with my spouse.

No, my ownership is my separate property.

Yes, my ownership is community property with my spouse.

No, my ownership is my separate property.

9
Delaware Entities

Do you want your entity to be formed in Delaware?

Yes
No
To be discussed

If filing in Delaware:

Will you have employees or independent contractors in Delaware?

Yes
No
To be discussed

Have you already chosen an agent for service of process in Delaware? We cannot provide that
service for you in Delaware.

Yes, have chosen.

o If chosen, please provide name and street address:
No, have not.
To be discussed
Need a referral to one

10
S-Corp Election:

Yes
No
To be discussed

If electing S Corporation status, please provide the SSNs for all shareholders, and the address each
individual taxpayer uses for his/her tax address:

Please describe any voting preferences (i.e., will any person in the entity be entitled to vote, or will
anyones vote be restricted in some way):

Number of employees expected in the next 12 months, indicate part time or full time, and the dates
that such employees are expected to start (approximate ok):

11
Entity Governance

If you are forming a CORPORATION:

Directors:

Officers (CEO/President, CFO, and Secretary are required for corporation; officers of any position are
optional for LLC):

CEO:

President:

CFO:

Secretary:

VP (optional):

Other:

If you are forming an LLC:

Manager(s) if LLC (Note, this is a critical decision, though it can always be changed later. If you expect
at any time you may be bringing on investors or employees as owners, then we advise you not to
check All Members Manage. One Manager is simplest. More than One Manager may be
appropriate in your circumstances. Certain licensing agencies require licensed individuals to be
managers please research first before choosing.):

One Manager:

More than One Manager:

All the Members will Manage

12
Proposed Agent for service of process:

David Herzog Legal (no charge)

Other:

Accounting year:

Calendar
Fiscal:

Signature Authority

Who will have signature authority to withdraw funds or write checks from the companys bank
account(s)?

Accountant for the Business:

(include name, address, phone number, email)
We will not contact your accountant without your consent.

If you dont have one, please let me know if you need a referral to an accounting professional.

13
Do you want us to process your Tax ID# (Federal EIN) Application:

Yes
No

If yes, I will need the Social Security Number for Tax ID# (Federal EIN) Applicant (usually the
principal/owner):

Please be sure that the name associated with the social security number is the same name used for
filing that individuals tax returns. Also, please be aware that the IRS no longer provides assistance or
Tax ID #s by phone, so a delay could occur with respect to obtaining the Tax ID Number.

Have you (or someone on your behalf) used your Social Security Number before to file for a Tax ID #
for any other business?

Yes
No

Will another entity (typically a parent company) be applying for the Tax ID #?

Yes
No

If you answered yes, was the Tax ID # for the responsible applicant obtained using the IRSs online
service?

Yes
No
Dont Remember

14
Turnaround For Filing
Some filings with the Secretary of State take several weeks, and we cannot account for furloughs or
state budget crises which delay corporate filings in California. You will need your initial filing to open a
bank account or to open payroll services. Even if you submit for a delayed filing (see below), you will not
get your document back right away; if you want it back rushed, whether for a regular filing or a delayed
filing, youll need a rush. For an additional cost (usually around $600), the Secretary of State will turn
your formation in 24 hours. Do you want your formation turned around in 24 hours for this additional
cost?

Yes
No

Delayed Filing
If you are filing your entity toward the end of a calendar year, you may want to submit your formation
paperwork now for a formation date effective as of the first of the following calendar year. This may
help in postponing certain taxes and fees. Some clients also prefer to have a start date that covers an
entire calendar year to avoid having two tax returns for the same business in one year. If you delay the
filing, this does not affect the rush service. If you delay, the time it takes to file your document is the
same, and starts from the effective date of the filing, not the date of submittal.

Do you want to delay your filing until January 1st of next year?

Yes
No

15