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Startup Organization Checklist (Limited Liability Company)

1. Initial Governing Documents

(a) Delaware certificate of formation, Ohio articles of organization or other organizational filing in the jurisdiction of formation (including appointment of registered agent)
(b) Operating agreement
(c) Equity agreements for founders (if applicable), which describes the equity grant, vesting terms (if any), repurchase terms, inventions assignment and market restrictive covenants.
(d) Qualification to do business as a foreign limited liability company in those states where the company has its principal office or plans to do business

2. Initial Written Consent of the Members (Optional) – ratifying actions taken by the organizer, approving the operating agreement, appointing officers (if any) if not covered in the operating agreement, and establishing bank account authority

3. IP Assignment Agreements

(a) From founders (if IP assignment is not covered in the equity agreement for founders)
(b) From employees
(c) From independent contractors

4. Employer Identification Number

(a) Submit IRS Form SS-4
(b) Obtain IRS confirmation letter with EIN

5. Business and Personal Asset Protection

(a) Open a business bank account (may require submission of evidence of formation or a certificate of good standing)
(b) Obtain general commercial liability insurance
(c) Create form non-disclosure, confidentiality, non-competition and non-solicitation agreements

6. Required Permits or Licenses

(a) Delaware LLC – initial registration and new license application
NOTE: A Combined Registration Application (CRA) must only be completed by persons or companies conducting any business activity in Delaware, or having one or more employees who will work in Delaware or who are residents of Delaware, for whom you are withholding Delaware income tax
(b) Delaware LLC – additional license requirements can be searched on Delaware’s One Stop Business Registration & Licensing Services site
(c) Ohio LLC – review Ohio Department of Commerce 1st Stop Business Connection Startup Guide and Checklists
(d) Determine if county or local governmental authorities require registration of the business in those states where the company is qualified to do business

7. Determine Tax Requirements

(a) Delaware LLC – pay the Delaware Annual Tax on or before June 1 each year
(b) Ohio LLC – register with the Ohio Department of Taxation via the Ohio Business Gateway
(c) Register with the Department of Taxation in each state where the company is qualified to do business as a foreign LLC

The foregoing has been provided for reference only and does not constitute legal advice. For specific steps and legal guidance on how to form a limited liability company for your startup, please contact a member of our Early Stage & Emerging Companies practice group.