LLC Formation Confirmation Letter

LLC Formation Confirmation Letter

This LLC Formation Confirmation Letter (the Letter) is made effective as of by and between Formation Agent: with principal address and Client Name: with address .

RECITALS

WHEREAS, Client requested that Formation Agent prepare, execute and file articles of organization and related formation documents for a limited liability company to be known as (the LLC) in the State of ;

WHEREAS, Formation Agent has prepared and caused to be filed with the appropriate filing office the Articles of Organization and such other documents as required by statute and administrative practice, and the filing was accepted by the filing office on under filing number ;

WHEREAS, the parties wish to confirm the status of formation, identify delivered formation documents, and set forth required post-formation actions and responsibilities.

NOW THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows:

1. FORMATION CONFIRMATION

Formation Agent hereby confirms that the Articles of Organization were duly filed with the appropriate filing office and that the LLC exists as a statutory limited liability company under the laws of the State of . The effective date of formation for the LLC is . The filing was recorded under filing number .

2. FORMATION DOCUMENTS AND DELIVERY

Formation Agent has provided Client with the following executed and filed documents or final drafts as applicable. Client acknowledges receipt of the items checked or described below:

If any certified or stamped copies of filed documents are required, Formation Agent will provide them upon request and payment of reasonable out-of-pocket expenses. Additional requested deliverables and special instructions:

3. OWNERSHIP, MANAGEMENT AND OPERATING AGREEMENT

The initial members and their capital contributions and ownership percentages are set forth below or in the attached schedule. Client is responsible for confirming the accuracy of membership ownership and for executing an operating agreement adopted by the members.

Formation Agent has provided a draft operating agreement for review and execution.

4. REGISTERED AGENT AND PRINCIPAL OFFICE

The registered agent of record is:

5. TAX IDENTIFICATION AND BANKING

Client is solely responsible for obtaining federal and state tax identification numbers, making any necessary tax elections (including classification for federal tax purposes), and opening bank accounts in the name of the LLC.

6. FEES, EXPENSES AND PAYMENT

Client has paid the following sums to Formation Agent in connection with formation:

Any unpaid fees or reimbursable expenses shall be paid by Client within thirty (30) days of submission of an invoice. Formation Agent reserves a statutory or contractual lien for unpaid fees to the extent permitted by law.

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full corporate or individual power and authority to enter into this Letter and to perform its obligations hereunder, and that execution and delivery of this Letter has been duly authorized by all necessary action.

8. LIMITATION OF LIABILITY; NO TAX OR INVESTMENT ADVICE

Formation Agent's role is limited to preparing and filing formation documents and providing related ministerial services. Formation Agent shall not be liable for incidental, consequential or punitive damages arising from the use of formation documents or the operations of the LLC. Formation Agent does not provide tax or investment advice; Client should obtain independent tax, accounting, and business advice as necessary.

9. NOTICES

All notices, requests, consents and other communications required or permitted under this Letter shall be in writing and delivered to the addresses set forth below or to such other address as a party designates by written notice to the other.

10. AMENDMENTS; WAIVER; COUNTERPARTS

This Letter may be amended only by a written instrument executed by both parties. No failure or delay by a party in exercising any right or remedy will operate as a waiver, and no single or partial exercise of any right or remedy will preclude any other or further exercise.

This Letter may be executed in counterparts, each of which when executed and delivered will be an original, and all counterparts together will constitute one and the same instrument.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Letter shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. This Letter constitutes the entire agreement of the parties with respect to its subject matter and supersedes all prior agreements and understandings, whether written or oral. If any provision of this Letter is held invalid or unenforceable, such invalidity or unenforceability shall not affect the remaining provisions, which shall remain in full force and effect.

12. POST-FORMATION ACTIONS REQUIRED OF CLIENT

Client shall promptly: (a) execute and adopt the operating agreement; (b) make any required capital contributions; (c) obtain any necessary permits or licenses; (d) apply for tax registrations and accounts; and (e) maintain records required by statute. Formation Agent is not responsible for Client's failure to complete post-formation actions.

The parties acknowledge that this Letter is intended to record the parties' agreement regarding the formation services and related matters described herein and is not intended to create fiduciary duties beyond those imposed by applicable law.

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