Can these documents be signed electronically?

Yes. Electronic signatures are legally valid under the federal ESIGN Act (15 U.S.C. ch. 96) and UETA in most states, provided intent and consent are present. Verify state-specific exceptions and any notary or witness requirements before relying solely on an e-signature.

Who must sign formation filings?

Formation filings are typically signed by the organizer or incorporator named in the Articles or Certificate. Internal governance documents should be signed by founders, directors, or managers as specified in the document itself.

Is notarization required for entity documents?

Notarization is not universally required for Articles but may be required for certain third-party instruments or state-specific forms. Check the Secretary of State instructions for the filing state and notarize when a notarized acknowledgment is requested.

How do I correct an error after filing?

Many states allow amendments or corrective filings; the process varies and may include a form, fee, and updated statement. Retain evidence of the error and correction to demonstrate continuous compliance.

How long must I keep entity documents?

Retain core corporate records for the life of the entity plus at least three years; tax and healthcare records may carry longer federal retention rules (IRS three years, HIPAA six years). Confirm state or industry-specific requirements.

What if state and federal rules conflict?

Federal ESIGN law permits electronic signatures unless a specific state exception applies. Where conflicts arise, follow the controlling statutory requirement and consult legal counsel for jurisdictional guidance.

Electronic Signature
Templates
Miscellaneous
Business Entity Documents

Business Entity Documents

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

GENERAL BUSINESS AGREEMENT

This General Business Agreement ("Agreement") is made and entered into as of Effective Date: , by and between Company Name: , and Counterparty Name: . Each a "Party" and collectively the "Parties".

Party Identification

Company Entity Type

Corporation Limited Liability Company (LLC) Partnership Sole Proprietorship Other

If Other, describe Company Address Counterparty Entity Type

Corporation Limited Liability Company (LLC) Partnership Sole Proprietorship Other

If Other, describe Counterparty Address

WHEREAS

WHEREAS, Company provides certain business services, including but not limited to: ; and

WHEREAS, Counterparty desires to engage Company to perform specified services on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

Scope of Work

Company shall perform the services described below in a professional and workmanlike manner in accordance with applicable industry standards.

Detailed Scope of Work

Payment Terms

In consideration for the services performed by Company, Counterparty shall pay Company as follows.

Total Contract Amount Payment Schedule and Milestones Payment Method Late Payment

Any undisputed late payment shall accrue interest at the lesser of (i) % per month or (ii) the maximum rate permitted by applicable law. In addition, a flat late charge of $ may be assessed for each late invoice after a grace period of days following the invoice due date.

Term and Termination

Term: This Agreement shall commence on Start Date: and continue in effect until End Date: , unless earlier terminated as set forth below.

Termination for Convenience: Either Party may terminate this Agreement for any reason upon written notice to the other Party delivered at least days prior to the effective date of termination.

Termination for Cause: Either Party may terminate immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve the breaching Party of liability for damages caused by the breach.

Confidentiality

"Confidential Information" means all non-public information disclosed by one Party ("Disclosing Party") to the other Party ("Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Receiving Party shall (i) hold Confidential Information in strict confidence, (ii) use Confidential Information solely to perform its obligations under this Agreement, and (iii) not disclose Confidential Information to any third party except to employees, agents, or representatives who have a need to know and who are bound by confidentiality obligations no less protective than those herein. The obligations in this Section shall not apply to information that (a) is or becomes publicly known without breach of this Agreement by Receiving Party, (b) is rightfully received from a third party without restriction, (c) is independently developed by Receiving Party without use of or reference to Disclosing Party's Confidential Information, or (d) is required to be disclosed by law, provided Receiving Party gives prompt written notice to Disclosing Party and cooperates in seeking a protective order.

Intellectual Property

Unless otherwise agreed in writing, all work product, deliverables, inventions and other materials created by Company specifically for Counterparty under this Agreement (collectively, "Deliverables") shall be the exclusive property of Counterparty upon full payment of all fees due under this Agreement. Company hereby assigns and agrees to assign to Counterparty all right, title and interest in and to the Deliverables. Company retains all rights in pre-existing materials and general skills, know-how and methodologies used by Company in performing the services, subject to Counterparty's rights to the Deliverables.

Indemnification

Each Party shall indemnify, defend and hold harmless the other Party from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying Party's breach of this Agreement, negligence, willful misconduct, or violation of applicable law.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located within that State for disputes arising under this Agreement.

Miscellaneous

Entire Agreement: This Agreement, including any exhibits and attachments, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification must be in writing and signed by both Parties.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Assignment: Neither Party may assign this Agreement or any rights hereunder without the prior written consent of the other Party, except that either Party may assign this Agreement in connection with a merger, sale of substantially all assets, or change of control, provided the assignee assumes all obligations hereunder.

Execution

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic or facsimile signatures shall be deemed original signatures for all purposes.

Company:

Counterparty:

By:

Date:

What business entity documents are and why they matter

Business Entity Documents are the legal records used to create, register, organize, and operate a company. Typical examples include Articles of Organization or Incorporation, bylaws or operating agreements, initial resolutions, membership or shareholder registers, annual reports, and amendments. These documents establish ownership, governance, capital structure, management authority, and the entity's legal domicile. Accurate preparation and proper filing with state and federal agencies protect limited liability, clarify tax treatment, and enable opening bank accounts, obtaining an EIN, and contracting in the company name.

Why clear, compliant documents protect your organization

Well-drafted entity documents reduce legal risk, preserve liability shields, and set governance rules that prevent internal disputes. They also create an auditable record needed for banking, licensing, tax reporting, and investor due diligence.

Who typically prepares and signs these documents

Business owners, corporate officers, attorneys, accountants, and formation services commonly prepare and manage entity documents.

Founders and owners who must record ownership, capital contributions, and signature authority for banking and contracts.
Corporate counsel and outside attorneys who draft governing documents, advise on tax classification, and confirm compliance.
CPAs and registered agents who handle filings, annual reports, and state franchise tax requirements on behalf of the entity.

Different stakeholders play roles at formation and through the entity lifecycle; responsibilities are typically allocated in the documents themselves.

Core components of professional business entity documents

A complete set of entity documents combines formation filings with internal governance and recordkeeping instruments tailored to the entity type and applicable state law.

Articles / Certificate

Formal filing filed with the Secretary of State to create the entity; includes name, purpose, registered agent, and authorized shares or member structure. This is the public formation record.

Bylaws / Operating Agreement

Internal governance detailing management roles, voting procedures, capital contributions, transfer restrictions, and dissolution rules. This document governs internal disputes and fiduciary duties.

Initial Resolutions

Board or member resolutions that adopt bylaws, appoint officers, authorize bank accounts, and delegate execution authority for contracts and filings.

Membership / Stock Ledger

A register recording owners, share or membership interests, issuance dates, and transfers. Maintains proof of ownership and supports compliance with securities rules.

EIN & Tax Elections

Employer Identification Number (IRS SS-4) and any entity-level tax elections (S-election under Form 2553) that determine federal tax classification and reporting obligations.

Annual Reports & Amendments

State filings and fee submissions required to remain in good standing; includes amendments for name changes, address updates, and changes in authorized shares or members.

Step-by-step: forming and documenting a new entity

Follow these sequential steps to form a business and create primary records for operations and compliance.

01

Reserve and confirm name: Check state availability and trademark conflicts before finalizing the name.
02

Prepare formation filing: Draft Articles or Certificate with required fields for filing with the Secretary of State.
03

Adopt governance documents: Execute bylaws or operating agreement and obtain initial resolutions from owners or directors.
04

Obtain EIN and open accounts: Apply for EIN from IRS and open bank accounts in the entity name using adopted documents.

Where to file, send, and submit each document

Different documents have different destinations; use this quick reference to route filings correctly.

Secretary of State Filing: Submit Articles/Certificate and annual reports to the state agency that governs business registrations.
IRS Filings: File SS-4 for an EIN and submit tax elections (e.g., Form 2553) directly to the IRS.
Local Licensing: City or county permits and business licenses are submitted to local municipal offices or licensing departments.
Registered Agent: Provide copies to the registered agent for service-of-process and official correspondence handling.

How to configure an online completion workflow

Set up your digital workflow to collect signatures, route approvals, and archive completed records.

Field	Configuration
Template Selection	Choose a reusable formation package that includes Articles and bylaws templates.
Conditional Fields	Enable conditional logic so only relevant sections appear for the selected entity type.
Signer Order	Define signer sequence for organizers, officers, and registered agents to ensure proper execution.
Authentication	Require email verification, SMS codes, or stronger ID checks for high-assurance signers.

Digital signing and integration considerations

Choose a platform that supports required authentication, audit trails, and integrations for filing workflows.

Authentication Options: Email, SMS, KBA, or SSO for higher assurance
Integration Ecosystem: Connectors for CRM, ERP, cloud storage, and accounting systems
Document Formats: Support for PDF, DOCX, and archived copies

Ensure the platform captures an audit trail and stores an immutable copy for compliance and future reference.

Key timing and filing deadlines to track

Timely filings maintain good standing and avoid fees; observe federal and state deadlines for tax and reporting obligations.

EIN Issuance:

Issuance is immediate when applying online through the IRS portal.

Annual Report:

Due date varies by state—often the anniversary month or a fixed calendar date set by the state.

Tax Returns (C-Corp):

Corporate returns generally follow the federal calendar with Form 1120 due April 15.

Tax Returns (S-Corp/Partnership):

S-corp and partnership returns typically are due March 15 each year.

State Franchise Taxes:

Payment schedules and deadlines are state-specific; check the applicable state revenue agency.

Penalties and operational risks from incorrect filings

Administrative dissolution: State may dissolve entity for unpaid reports or fees

Late filing fines: Monetary penalties for missed annual reports or franchise taxes

Tax penalties: Failure to file or correct returns triggers IRS penalties

Loss of liability protection: Poor documentation can increase veil-piercing risk

Contract unenforceability: Improperly signed agreements may be challenged

Service problems: Incorrect registered agent data can disrupt legal service

Common preparation and filing mistakes to avoid

Using an inconsistent entity name across documents, bank accounts, or tax registrations, which can cause rejections and require corrective filings.
Failing to appoint or maintain a compliant registered agent with a physical address in the state, leading to missed notices and potential default judgments.
Relying on unsigned or improperly witnessed governance documents; some states or third parties require notarized or witnessed signatures for certain instruments.
Omitting governance provisions such as transfer restrictions, buy-sell options, or capital contribution terms that later produce disputes or adverse tax consequences.

eSignature vendor pricing and capability snapshot for entity document workflows

Below is a concise vendor comparison focused on pricing, basic features, and HIPAA availability; signNow is listed first per the platform data set.

	signNow	DocuSign	Adobe Sign	PandaDoc	HelloSign
Starting Price	$8/user/mo	$15/user/mo	$14/user/mo	$19/user/mo	$15/user/mo
Free Trial	7-day free trial	Varies	Varies	Varies	Varies
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No
Envelope Cap	No cap	100 envelopes/user/year	Varies	Varies	Varies

Practical tips for accurate, auditable entity documents

Apply consistent practices to reduce rework, speed approvals, and preserve legal protections across the entity lifecycle.

Standardize templates and clauses

Use a small library of vetted templates for Articles, bylaws, operating agreements, and resolutions. Standard language reduces attorney review time, ensures consistent governance, and supports efficient audits or bank onboarding.

Keep names and addresses consistent

Validate and use the exact legal entity name and physical addresses across all filings, bank accounts, and tax registrations to avoid rejections, mismatches with banking KYC, and costly corrective filings.

Document signature authority

Record who may sign on behalf of the company in resolutions or bylaws, including delegated limits. Having explicit authority prevents disputed contracts and supports enforceability.

Preserve audit trails and copies

Store executed copies, notarizations, and eSignature audit logs in a secure system with regular backups and access controls to support regulatory inquiries and internal governance reviews.

Frequently asked questions about Business Entity Documents

Answers to common questions about execution, filing, correction, and retention of entity documents in the United States.

Need help? Contact support

Can these documents be signed electronically?
Yes. Electronic signatures are legally valid under the federal ESIGN Act (15 U.S.C. ch. 96) and UETA in most states, provided intent and consent are present. Verify state-specific exceptions and any notary or witness requirements before relying solely on an e-signature.
Who must sign formation filings?
Formation filings are typically signed by the organizer or incorporator named in the Articles or Certificate. Internal governance documents should be signed by founders, directors, or managers as specified in the document itself.
Is notarization required for entity documents?
Notarization is not universally required for Articles but may be required for certain third-party instruments or state-specific forms. Check the Secretary of State instructions for the filing state and notarize when a notarized acknowledgment is requested.
How do I correct an error after filing?
Many states allow amendments or corrective filings; the process varies and may include a form, fee, and updated statement. Retain evidence of the error and correction to demonstrate continuous compliance.
How long must I keep entity documents?
Retain core corporate records for the life of the entity plus at least three years; tax and healthcare records may carry longer federal retention rules (IRS three years, HIPAA six years). Confirm state or industry-specific requirements.
What if state and federal rules conflict?
Federal ESIGN law permits electronic signatures unless a specific state exception applies. Where conflicts arise, follow the controlling statutory requirement and consult legal counsel for jurisdictional guidance.

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