Legal Formation Documents

LEGAL FORMATION DOCUMENTS

This Agreement for Formation of Legal Entity (the "Agreement") is made and entered into as of by and between Organizer Name: with principal address , and Co-Organizer Name: with principal address (each a "Party" and together the "Parties").

RECITALS

WHEREAS, the Parties desire to form a legal entity for the purposes set forth herein and to set forth their respective rights and obligations with respect to the formation, capitalization, management and operation of the Entity; and

WHEREAS, the Parties intend that the Entity shall be formed pursuant to applicable law and that the Entity's initial organizational instruments and filings shall reflect the terms of this Agreement; and

WHEREAS, the Parties desire to record certain matters related to the initial capital contributions, allocation of ownership and initial managerial authority.

NOW THEREFORE

In consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. FORMATION

1.1 Entity Type. The Parties shall form an entity of the type indicated below under the laws of the jurisdiction selected in Section 1.2. The Parties intend that the entity will be validly formed and shall exist separately from the Parties.

Entity Type (check applicable boxes): Limited Liability Company (LLC) Corporation (Inc.) Limited Partnership (LP) General Partnership Other

1.2 Jurisdiction and Proposed Name. The entity shall be formed under the laws of the jurisdiction of: with the proposed entity name: .

2. PRINCIPAL OFFICE AND REGISTERED AGENT

3. BUSINESS PURPOSE

4. CAPITAL CONTRIBUTIONS AND OWNERSHIP

4.1 Initial Contributions. The names, contributions and initial ownership interests of the initial contributors are set forth below. Each Party represents that the contribution described constitutes valid consideration for the ownership interest allocated.

4.2 Additional Capital. No Party shall be required to make additional capital contributions except as expressly provided in this Agreement or by unanimous written consent of the Parties.

5. MANAGEMENT AND AUTHORITY

5.1 Management Structure. The initial management structure of the Entity shall be:

5.2 Authority. Except as otherwise provided by law or this Agreement, the management and control of the Entity, its business and affairs shall be vested in the persons or bodies identified above, and only those persons specifically authorized in writing by the Entity shall have authority to bind the Entity.

6. TAX TREATMENT

6.1 Classification. The Parties shall elect the tax classification for the Entity (e.g., partnership, S corporation, C corporation, disregarded entity) consistent with applicable law. The initial tax classification election shall be:

7. BANKING; RECORDS

7.1 Bank Accounts. The Entity shall maintain bank accounts in its name. The persons authorized to sign on behalf of the Entity are:

7.2 Books and Records. The Entity shall keep complete books and records of account and shall maintain minutes of proceedings and records of the actions of the Parties.

8. REPRESENTATIONS AND WARRANTIES

8.1 Each Party represents and warrants that: (a) such Party has full power and authority to enter into this Agreement and to carry out its obligations; (b) the execution and delivery of this Agreement have been duly authorized; and (c) this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms.

9. INDEMNIFICATION

9.1 The Entity shall indemnify and hold harmless each Party, to the fullest extent permitted by law, from and against all claims, liabilities, losses and expenses that arise out of or relate to the formation and operation of the Entity, except to the extent resulting from gross negligence, willful misconduct or material breach of this Agreement by the indemnified Party.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the Parties at their addresses set forth in the opening paragraph or at such other address as a Party designates by notice in accordance with this Section. Notices shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or sent by certified mail, return receipt requested.

11. AMENDMENTS; WAIVER; COUNTERPARTS

11.1 Amendment. This Agreement may be amended only by a written instrument signed by all Parties.

11.2 Waiver. No waiver of any provision shall be effective unless in writing and signed by the Party against whom enforcement is sought.

11.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which taken together shall constitute one instrument.

12. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of formation identified in Section 1.2, without regard to principles of conflicts of law. The Parties agree that any dispute arising under this Agreement shall be resolved in the courts of that jurisdiction and each Party irrevocably submits to the exclusive jurisdiction and venue thereof.

13. ENTIRE AGREEMENT; SEVERABILITY

13.1 Entire Agreement. This Agreement, together with any schedules and exhibits hereto, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations.

13.2 Severability. If any provision of this Agreement is determined to be invalid, illegal or unenforceable in any respect, such determination shall not affect the validity or enforceability of the remaining provisions, which shall remain in full force and effect.

14. MISCELLANEOUS PROVISIONS

14.1 Further Assurances. Each Party shall execute and deliver such further documents and do such acts and things as may be reasonably required to carry out the provisions and intent of this Agreement.

ORGANIZER CERTIFICATION

The undersigned Organizer(s) certify that they have authority to execute this Agreement on behalf of the Parties and that the information provided in connection with formation (including the proposed name, registered agent, principal office and contributor information) is accurate to the best of their knowledge and belief.

Sign Now