Business Formation Checklist

Business Formation Checklist and Engagement Agreement

This Business Formation Checklist and Engagement Agreement (the Agreement) is entered into as of (Effective Date) between Client Name: and Service Provider: .

WHEREAS

WHEREAS, Client desires to form and organize a new business entity to conduct lawful business operations under the provisional name ; and

WHEREAS, Service Provider has experience in preparing and filing formation documents, advising on entity selection, and coordinating required registrations and initial governance documents; and

WHEREAS, the parties desire to set forth the scope of services to be provided and to memorialize a checklist of formation tasks to be completed as set forth below.

SCOPE OF WORK

PAYMENT TERMS

Client shall pay Service Provider a formation fee of $ for the services described above.

Late payments shall incur a fee of on any overdue balance, commencing thirty (30) days after invoice date.

TERM AND TERMINATION

This Agreement shall commence on the Effective Date and shall continue until completion of the tasks described or until terminated as provided below. Start Date: ; Anticipated End Date: .

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to termination. Termination for cause may be immediate where a material breach is not cured within a commercially reasonable time after written notice.

CONFIDENTIALITY

Each party shall maintain as confidential all non-public information disclosed by the other party in connection with this Agreement. Confidential information excludes information that (a) is or becomes public through no breach of this Agreement, (b) was rightfully in the receiving party's possession prior to disclosure, or (c) is independently developed. The receiving party will use confidential information solely to perform its obligations hereunder and will not disclose such information except to its employees, advisors, or contractors on a need-to-know basis who are bound by confidentiality obligations no less protective than those stated herein.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of , without regard to conflicts of law principles.

ENTIRE AGREEMENT

This Agreement contains the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, whether written or oral. Any amendment or modification shall be effective only if in writing and signed by both parties.

FORMATION CHECKLIST

Complete the items below and record completion date and responsible party for each task. Check the box when complete.

A. ENTITY SELECTION & NAME

Entity type selected (LLC, C-Corp, S-Corp, Partnership)    Completion Date:    Responsible:

Name availability search and reservation (if applicable)    Completion Date:    Responsible:

B. STATE FILING & REGISTERED AGENT

Preparation and filing of Articles of Organization/Incorporation    Filing Date:    Responsible:

Appointment of Registered Agent and registered office address    Agent Name:    Responsible:

C. TAX, EMPLOYMENT & FINANCIAL SETUP

Obtain Employer Identification Number (EIN)    Completion Date:    Responsible:

Open business bank account and record initial capital contributions    Date Opened:    Responsible:

D. GOVERNANCE DOCUMENTS

Draft and execute Operating Agreement / Bylaws    Execution Date:    Responsible:

Prepare initial resolutions and minutes of organizational meeting    Completion Date:    Responsible:

E. LICENSES, PERMITS & COMPLIANCE

Identify and obtain local, state, and federal licenses and permits    Completion Date:    Responsible:

Register for state tax accounts, sales tax, and unemployment accounts as required    Completion Date:    Responsible:

F. INTELLECTUAL PROPERTY & INSURANCE

Evaluate and initiate trademark or service mark protection    Completion Date:    Responsible:

Obtain appropriate business insurance (liability, professional, workers' comp)    Completion Date:    Responsible:

G. ADDITIONAL NOTES

Certification: The undersigned certifies that the information recorded on this checklist is true and complete to the best of their knowledge and that any documents submitted for filing are accurate and authorized.

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