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Business Structures Template

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BUSINESS STRUCTURES TEMPLATE

RECITALS

This Business Structures Agreement (the "Agreement") is made effective as of between Party A Name: , principal place of business at (\"Party A\"), and Party B Name: , principal place of business at (\"Party B\").

WHEREAS, Party A has expertise in advising on selection, formation, and ongoing governance of business entities and in drafting organizational documents and related compliance items; and

WHEREAS, Party B desires to engage Party A to provide advisory and formation services to evaluate and implement an appropriate business structure, and Party A agrees to perform such services under the terms and conditions set forth in this Agreement.

PARTIES' ENTITY TYPES

Indicate the existing or intended entity type for each party by checking the applicable box and completing the Other field if selected.

Sole Proprietorship Partnership Limited Liability Company (LLC) Corporation Other:

Sole Proprietorship Partnership Limited Liability Company (LLC) Corporation Other:

SCOPE OF WORK

Party A shall provide advisory, formation, and implementation services as described below. Services include, but are not limited to, evaluation of business structure options, preparation of formation documents, drafting of operating agreements or bylaws, assistance with registration and initial compliance filings, and provision of recommended governance procedures.

PAYMENT TERMS

In consideration for services rendered under this Agreement, Party B shall pay Party A the fees specified below in accordance with the schedule and conditions set forth.

Late payments shall accrue interest at: % per month (or the maximum permitted by law if lower), calculated daily from the date payment was due until paid in full. Party A may suspend performance for amounts more than days past due.

TERM AND TERMINATION

This Agreement commences on Start Date: and will continue until End Date: unless earlier terminated in accordance with this Section.

CONFIDENTIALITY

Each party (\"Receiving Party\") shall keep confidential all non-public information disclosed by the other party (\"Disclosing Party\") that is marked confidential or that, by its nature, should reasonably be considered confidential ("Confidential Information"). Confidential Information shall not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) is lawfully received from a third party without confidentiality obligations; or (c) is independently developed without use of the Disclosing Party's Confidential Information.

The Receiving Party shall protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care, and shall use Confidential Information solely to perform obligations under this Agreement. If compelled by law to disclose Confidential Information, the Receiving Party shall provide prompt written notice to the Disclosing Party to allow for a protective order or other remedy.

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 in that State for disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including all exhibits and referenced schedules, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Party A may assign to an affiliate or in connection with a sale of substantially all of its business assets.

Remedies: The remedies in this Agreement are cumulative and in addition to any other remedies available at law or equity. The parties acknowledge that a breach of confidentiality may cause irreparable harm for which monetary damages may be an inadequate remedy and agree that the non-breaching party shall be entitled to injunctive relief in addition to any other remedies.

EXECUTION

The parties, intending to be legally bound, have executed this Agreement through their duly authorized representatives as of the dates set forth below.

Party A - Printed Name:

By:

Title:

Date:

Party B - Printed Name:

By:

Title:

Date:

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What the Business Structures Template Is

A Business Structures Template is a standardized document set used to establish and record a business entity and its internal governance. It typically includes articles of organization or incorporation, an operating agreement or bylaws, ownership schedules, initial resolutions, and signature blocks. The template helps founders, managers, and advisors capture formation decisions (entity type, ownership percentages, management roles, registered agent, fiscal year) and create a consistent record for filing with state agencies and for internal compliance and tax setup.

Why a Clear Template Matters for Formation and Compliance

A complete template reduces ambiguity, speeds filing, and creates a single source of truth for governance and tax reporting.

Why a Clear Template Matters for Formation and Compliance

Who Typically Prepares and Uses This Template

The Business Structures Template is used by small business owners, corporate founders, in-house legal teams, accountants, and formation service providers to document entity choices and governance terms before and after state filing.

  • Small business founders and sole proprietors who need a clear formation record and initial governance terms.
  • Accountants and tax preparers who require consistent ownership and fiscal-year details to register EINs and make tax elections.
  • Legal counsel and paralegals preparing filings, operating agreements, or board resolutions for compliance and investor review.

The template supports both pre-filing decisions and post-formation governance; parties who sign should have authority as specified in the document and state law.

Core Sections You Should Include

A professional Business Structures Template groups formation and governance items so reviewers, filers, and signers can find required details quickly and consistently.

Entity Identifier

Entity name, d/b/a entries, and legal entity type (LLC, S corp, C corp, partnership).

Registered Agent

Name and address for service of process in the formation state and consent language if required.

Ownership Schedule

Members, managers, or shareholders with percentage ownership, capital contributions, and vesting if applicable.

Governance

Management structure, voting thresholds, meeting rules, and officer roles or manager authorities.

Tax Elections

EIN placeholder, tax classification selection, and reminders about Form 2553 or S-election timing when relevant.

Signature Blocks

Authorized signatory lines, dates, and notary or witness sections when state law requires authentication.

Required Data Elements and Fields

Entity Name: Full legal name
Business Type: LLC, Corporation, Partnership
Registered Agent: Name and street address
Owner Details: Full names and contact info
EIN: Employer Identification Number
Effective Date: MM/DD/YYYY format

Step-by-Step: Complete the Template

Follow these sequential steps to populate and finalize a Business Structures Template before filing or signing.

  • 01
    Choose entity: Select LLC, C corp, S corp, partnership or sole proprietorship.
  • 02
    Enter parties: Add full legal names, addresses, and ownership percentages.
  • 03
    Set governance: Describe management, voting, and officer authorities.
  • 04
    Prepare signatures: Include signer roles, dates, and any notarization fields.

How to Configure an Online Completion Workflow

Set up a consistent eSigning workflow to route the template to each signer in the correct order and collect required evidence of intent.

Field Configuration
Signer Order Define sequential or parallel signing
Authentication Email link, SMS code, or KBA as needed
Required Fields Mark signature, date, and initials as mandatory
Audit Trail Capture timestamps, IP, and actions

Where to File and Where to Send Signed Copies

After completion and signature, route documents to the appropriate filing office and preserve copies for stakeholders and compliance.

  • State Filing: File articles with the Secretary of State in the formation jurisdiction.
  • IRS Registration: Apply for an EIN with the IRS and retain confirmation.
  • Tax Elections: Submit Form 2553 for S corp elections when applicable.
  • Stakeholder Copies: Provide signed agreements to owners, accountants, and lenders.

Distribution and Digital Signing Options

Use secure eSignature services and integrations to distribute, sign, and archive the template while preserving audit trails.

  • Integrations: Salesforce | NetSuite | Google Workspace | Microsoft 365
  • File formats: PDF, DOCX, HTML, Excel
  • Authentication: Email link, SMS code, or SSO

Choose tools that preserve tamper-evident records, support required authentication, and integrate with your document storage and accounting systems.

Key Timelines and Typical Processing Expectations

Timelines vary by state and tax choices; start early to allow for state processing, tax registrations, and required elections.

State Formation:

Processing ranges from same-day to several weeks, depending on state and expedited options.

EIN Issuance:

IRS issues EIN immediately online; retain confirmation for records.

S-Election Deadline:

Make S corporation election within IRS time limits to affect current tax year.

Annual Reports:

Most states require annual or biennial reports with varying due dates.

Record Retention:

Keep formation records for the life of the entity plus statutory retention periods.

Common Preparation Mistakes to Avoid

  • Using an inconsistent entity name that differs from the state filing document, causing rejection or delays.
  • Failing to designate or verify a registered agent address in the formation state, which can block acceptance.
  • Omitting exact ownership percentages or capital contribution descriptions, leading to tax and ownership disputes.
  • Missing tax election deadlines (for example, S-election timing), which can change taxation for the entire year.

Penalties and Legal Risks of Incomplete or Incorrect Templates

Information Return Penalties: IRC §6721
Backup Withholding: 24% rate for missing or incorrect TINs
Late State Fees: Late filing penalties and interest may apply
Piercing the Veil: Inadequate governance records can increase liability risk
I-9 Violations: Paperwork fines range $281–$2,789 per violation
Intentional Disregard: Higher IRC §6721 penalties with no annual cap

eSignature Vendor Comparison for Executing Business Documents

Basic pricing and feature availability across common eSignature vendors. signNow is shown first to facilitate direct comparison with competitors.

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 Yes, 7-day free trial 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
HIPAA Compliant Yes Yes Yes No No

Real-World Examples of Template Use

Representative customer stories illustrate how consistent templates reduce friction across formation and execution workflows.

Optica Ventures

Brian Fitzgibbons used standardized templates to reduce turnaround times and improve customer experience.

  • The interface is simple and easy-to-use.
  • Using a repeatable template helped the team deliver consistent formation documents to investors and partners while reducing drafting errors and approval cycles.

Martin Properties

A real estate founder processed formation and lease-related documents online for remote signers.

  • 100% compliance and built-in security.
  • The template allowed mobile and offline signing, enabling faster closings and a clear audit trail for property records and investor documentation.

Practical Tips for Faster, More Accurate Completion

Adopt these practices to reduce errors and streamline filings and signatures.

Standardize Names
Use the exact legal entity name everywhere, including state filings, bank accounts, contracts, and tax registrations to avoid rejections.
Collect IDs Early
Verify signers identities and obtain government IDs before sending for signature to prevent authentication delays.
Centralize Records
Store signed originals and confirmations in an indexed archive with backup to ensure availability for audits and investor review.
Confirm Deadlines
Calendar state annual reports and federal tax election deadlines immediately after formation to avoid penalties.

Download and File Formats to Support Filing and Archival

Choose formats that meet filing office requirements and long-term archival needs.

Printable PDF

Use flattened, print-ready PDF/A for state filings or for local notaries; preserves layout and is widely accepted.

Editable DOCX

Keep a master DOCX for template updates and collaboration before finalizing to PDF for signature and filing.

Structured Data

Export key fields as CSV or JSON for integration with accounting, payroll, and registry systems.

Signed Package

Generate a bundle containing signed PDF, audit trail, and signer certificates for secure archival.

Who May Sign and Why Their Role Matters

Owner / Member

An owner or member with delegated authority signs to bind the entity; include printed name and title to show authority and enable verification with banking and tax registrations.

Authorized Officer

A corporate officer or manager authorized by board resolution may execute formation and governance documents and should be listed with title and signature date.

Notarization and Witness Workflow for Executing Formation Documents

Notarization and witness requirements vary by document type and jurisdiction; follow the sequence below when authentication is required.

01

Determine Requirement

Check whether the state or document requires notarization or witnesses before routing for signature.

02

Choose Notary Type

Decide between in-person notarization and RON where permitted by law.

03

Schedule Notary

Arrange in-person appointment or remote session and confirm identity proofing methods.

04

Prepare Witnesses

If required, list witness names and ensure they can be present at signing.

05

Complete Signing

Signers execute in each other presence if witnesses required or before the notary as directed.

06

Notary Acknowledgement

Notary completes certificate, seals the document, and records the act in a journal if applicable.

07

Record Retention

Store notarized originals and audio-video recordings for RON per state retention rules.

08

File Documents

File notarized documents with the appropriate state office and retain filed copies.

Frequently Asked Questions

Answers to common questions about completing, signing, and filing Business Structures Templates.


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