Is an electronic signature legally valid?

Yes. Electronic signatures are enforceable under the federal ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, provided the signature demonstrates intent, consent, attribution, and retention capability.

Do I need notarization or witnesses?

Not all business formation documents require notarization or witnesses. Specific instruments such as deeds or some powers of attorney may; verify state law or filing office guidance for notarization requirements.

Can I use RON to notarize?

Many states permit Remote Online Notarization with identity proofing and audio‑video recording; check the target state's notary rules to confirm RON acceptance and retention obligations.

What happens if a field is filled incorrectly?

Errors can lead to filing rejections, tax misclassification, or bank delays. Correct by executing an amendment or restatement and re-filing where required.

Who must sign the document?

Authorized signers are founders, managers, or officers listed in the document or in corporate records; obtain corporate resolutions if authority is delegated.

How should executed documents be stored?

Keep a signed original and a searchable encrypted digital copy with an audit trail. Retain per federal and industry retention rules and state variations.

Electronic Signature
Templates
Miscellaneous
Business Structures Document

Business Structures Document

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

BUSINESS STRUCTURES DOCUMENT

This Business Structures Document ("Agreement") is made effective as of by and between:

Party A (First Party) Party A Address Party B (Second Party) Party B Address

RECITALS

WHEREAS, Party A and Party B desire to set forth in writing the agreed business structure, allocation of responsibilities, and payment terms for services and activities related to the business identified herein; and

WHEREAS, the parties intend that the business structure may be formed, reorganized, or otherwise governed in accordance with the selections and obligations set forth in this Agreement to facilitate operations, governance, liability allocation, and tax treatment as mutually agreed; and

WHEREAS, the parties desire to memorialize the scope of services, payment obligations, confidentiality protections, and termination rights relating to the business structure and related transactions.

SCOPE OF WORK

The parties agree that the following activities, deliverables, and responsibilities constitute the work to be performed in connection with establishing, converting, or operating the chosen business structure:

BUSINESS STRUCTURE SELECTION

Each party represents and warrants that the selection below accurately reflects the parties' intended legal form for the business. The parties may select one or more options where applicable:

Choose entity type(s)

Limited Liability Company (LLC)

Corporation (C or S)

Partnership

Sole Proprietorship

Other (specify) Ownership allocation or membership interests (summary)

PAYMENT TERMS

In consideration for the services and actions undertaken to implement and maintain the business structure, Party B shall pay Party A according to the following terms:

Total payment amount Payment schedule Late payment fee

Late fees shall accrue on overdue balances from the date such amounts are due until paid in full. The parties acknowledge that late fees are intended to compensate for administrative costs and delay and are not punitive.

TERM AND TERMINATION

This Agreement shall commence on the Start Date and continue through the End Date unless earlier terminated under this section.

Start Date: End Date:

Notice period for termination (days)

Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within the notice period stated above. Termination does not relieve either party of obligations accrued prior to the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means all non-public, proprietary, or commercially sensitive information, whether written, electronic, or oral, disclosed by one party to the other in connection with this Agreement, including financial data, ownership schedules, business plans, technical information, and client lists.

Each receiving party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses for its own confidential information but no less than reasonable care; (b) not disclose Confidential Information to third parties except to its employees, agents, professional advisors, or contractors who have a need to know and are bound by confidentiality obligations no less protective than those in this Agreement; and (c) use Confidential Information only to perform its obligations under this Agreement.

Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) is independently developed without use of the disclosing party's Confidential Information; or (iii) was rightfully known to the receiving party prior to disclosure.

Confidentiality duration (years)

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State designated below, without regard to choice-of-law principles that would apply the laws of another jurisdiction. The parties will attempt in good faith to resolve disputes arising under this Agreement by negotiation; if unresolved, disputes shall be resolved in the courts located in the designated state.

Governing law state

REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATION

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Each party shall indemnify, defend and hold harmless the other party from and against any losses, liabilities, damages, or expenses (including reasonable attorneys' fees) arising out of a breach of this Agreement or a party's gross negligence or willful misconduct.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all exhibits and schedules hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that a party may assign to a successor in interest in connection with a merger, acquisition, or sale of substantially all of its assets.

Notices required under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party designates by written notice.

Party A - Printed Name:

By (Signature):

Date:

Party B - Printed Name:

By (Signature):

Date:

What the Business Structures Document Is and when it’s used

The Business Structures Document is a formal record that describes an organization’s legal entity type, ownership, management roles, and governance rules. It commonly includes the chosen formation type (LLC, corporation, partnership, or sole proprietorship), capital contributions, member or shareholder percentages, decision-making authority, and effective dates. Organizations use this document for bank accounts, tax registration, licensing, and investor due diligence. Accurate completion supports compliance with state filing requirements and clarifies internal rights and obligations for founders, managers, and outside stakeholders.

Why a clear Business Structures Document matters

A well-prepared Business Structures Document reduces legal uncertainty, clarifies tax classification, and documents who controls the entity and how decisions are made under applicable state law. It serves as evidence for banks, regulators, and potential partners.

Who typically prepares and relies on this document

Common users and stakeholders who complete or need the Business Structures Document.

Founders and owners setting up a new entity; they define ownership shares, voting rights, and capital contributions for operational and tax purposes.
Corporate officers and managers of existing entities who update governance, appoint managers or directors, or record transfers of ownership.
Accounting, banking, and legal professionals who use the document to open accounts, prepare tax filings, and advise on compliance and contracts.

Ensure the completed document is signed by authorized parties and retained according to legal and tax retention rules.

Typical signatories and their roles

Founder / Owner

A founder or majority owner signs to confirm ownership percentages, capital contributions, and acceptance of governance terms. Their signature attests to identity and intent and is often required by banks and state agencies when registering the entity.

Authorized Officer

A named officer or manager (CEO, President, Managing Member) may sign to accept managerial responsibilities. This signature confirms authority to bind the entity in contracts, open accounts, and interact with regulators.

Core parts every Business Structures Document should include

A complete Business Structures Document organizes ownership, governance, and operational rules so internal and external parties can quickly confirm who has authority and what filing or consent steps are required.

Entity Type

Specifies whether the organization is an LLC, corporation, partnership, or sole proprietorship and notes any tax election such as S corporation status or partnership classification.

Ownership and Capital

Lists members or shareholders, their percentage interests, initial capital contributions, and procedures for additional contributions or dilution.

Management and Voting

Describes management structure (member-managed vs manager-managed), voting thresholds, quorum rules, and procedures for meetings and written consents.

Transfer Restrictions

Includes right-of-first-refusal, buy-sell provisions, drag‑along and tag‑along clauses, and any required approvals for transferring interests.

Effective Dates

Records the formation date, effective date of the agreement, and any staged implementation dates for specific provisions or capital contributions.

Governing Law and Dispute Resolution

Names the state law that will govern interpretation, and specifies arbitration or venue rules for resolving disputes, if any.

Step-by-step: completing the Business Structures Document

Follow these steps in order to complete the document accurately and prepare for filing or internal distribution.

01

Gather details: Collect names, EIN (if available), formation choices, and capital contribution amounts.
02

Choose governance: Decide management structure and voting rules; record tie-breaker procedures.
03

Complete fields: Fill each required field using the formats specified and check for consistency.
04

Sign and date: Authorized parties sign in the correct blocks and record the execution date.

Configuring an online workflow for this document

Set up an e-sign and routing workflow to collect signatures, apply conditional fields, and deliver copies to stakeholders.

Field	Configuration
Signature Order	Sequential or parallel routing depending on approval needs.
Authentication	Email + optional SMS code or ID check for higher assurance.
Conditional Fields	Display ownership or tax fields only when relevant to the chosen entity type.
Completion Delivery	Auto-send PDF and audit trail to signers and legal counsel.

Digital signing and technical considerations

Ensure the platform supports required authentication, audit logs, and file formats before e-signing.

File formats: PDF, DOCX supported
Integrations: Connectors: CRM, cloud storage
Security: TLS and AES-256 encryption

Choose eSignature software that provides an immutable audit trail, access controls, and formats acceptable to banks and state agencies.

Where to file and how the document flows

A typical routing path takes the document from preparation to signatures, then to state filing or internal records storage.

Prepare: Draft fields and attach exhibits or schedules as needed.
Sign: Collect signatures from all authorized parties.
File: Submit required forms to state Secretary of State or appropriate registration office.
Store: Retain executed copy in secure records for the required retention period.

Timing considerations and common deadlines

Track key dates for formation, tax elections, and ongoing filings to avoid penalties or missed benefits.

Formation filing:

File with Secretary of State based on desired formation date; processing times vary by state.

EIN application:

Obtain EIN before bank account opening; apply online via IRS system.

S Election deadline:

Form 2553 must be filed within 75 days of effective date for the current tax year.

Annual reports:

Most states require annual or biennial reports with associated fees and deadlines.

Tax return:

File entity tax returns by applicable due dates (e.g., Form 1120 or partnership returns).

Common mistakes to avoid when preparing the document

Using a trade name instead of the exact legal name filed with the state, which can prevent account openings and cause re-filings.
Failing to specify effective dates or tax elections properly, which can alter tax classification and create unexpected liabilities.
Omitting transfer restrictions or buy-sell terms, leading to disputes when ownership changes occur.
Not confirming signatory authority, resulting in re-execution needs or invalidated actions with third parties.

Consequences of errors or incomplete Business Structures Documents

Banking delays: Account opening may be refused

Tax exposure: Incorrect classification can change tax liabilities

Filing rejections: State offices may reject incomplete forms

Contract disputes: Unclear authority can void agreements

Penalties: Late filings or incorrect returns may incur fines

Operational risk: Ambiguous governance can hinder decision-making

eSignature vendor comparison for executing Business Structures Documents

Compare typical plans and core capabilities for signing and distributing formation and governance documents; signNow is listed first per platform data.

	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, no credit card	Varies by vendor	Varies by vendor	Varies by vendor	Varies by vendor
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
Envelope Cap	No cap	100 envelopes/user/year	Varies by plan	Varies by plan	Varies by plan

Real-world examples of Business Structures Document usage

Examples show how different organizations use the document to satisfy banks, investors, and regulators.

Optica Ventures LLC

A small investment firm completed its LLC governance schedule to capture member percentages and voting rights.

Clear member roles reduced internal disputes.
The executed document supported bank account setup and simplified later capital calls by providing a single source of truth for ownership and authority.

Martin Properties

A property management company standardized a structures document for each new property entity.

Templates saved drafting time.
Consistent documents enabled faster closings and easier compliance with lender requirements while reducing attorney review to exceptions only.

Practical tips for accurate and efficient completion

Apply these practices to reduce rework and ensure the document meets third-party and filing requirements.

Use the filed legal name

Verify the exact entity name with the Secretary of State before completing the document; discrepancies create delays with banks and regulators.

Specify clear decision rules

Define voting thresholds, quorum, and tie-breaking procedures to avoid ambiguity in governance and expedite routine business decisions.

Standardize templates

Use a version-controlled template for each entity type and track revisions so all parties sign the same effective text.

Confirm signatory authority

Document who is authorized to sign on behalf of the entity and preserve evidence of delegation or board resolutions when required.

Frequently asked questions about the Business Structures Document

Answers address common legal, procedural, and technical questions encountered when preparing, signing, and filing the document.

Need help? Contact support

Is an electronic signature legally valid?
Yes. Electronic signatures are enforceable under the federal ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, provided the signature demonstrates intent, consent, attribution, and retention capability.
Do I need notarization or witnesses?
Not all business formation documents require notarization or witnesses. Specific instruments such as deeds or some powers of attorney may; verify state law or filing office guidance for notarization requirements.
Can I use RON to notarize?
Many states permit Remote Online Notarization with identity proofing and audio‑video recording; check the target state's notary rules to confirm RON acceptance and retention obligations.
What happens if a field is filled incorrectly?
Errors can lead to filing rejections, tax misclassification, or bank delays. Correct by executing an amendment or restatement and re-filing where required.
Who must sign the document?
Authorized signers are founders, managers, or officers listed in the document or in corporate records; obtain corporate resolutions if authority is delegated.
How should executed documents be stored?
Keep a signed original and a searchable encrypted digital copy with an audit trail. Retain per federal and industry retention rules and state variations.

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