Business Formation Document Preparation
Professionally prepared business formation documents — LLC operating agreements, corporate bylaws, shareholder agreements, and S-Corp election documents — that establish clear governance and protect your personal assets from day one.
Business Formation Education
Starting a business requires more than filing the right forms with the state. The documents that govern your business — the operating agreement for an LLC, the bylaws and shareholder agreement for a corporation — determine how decisions get made, how profits are distributed, what happens when owners disagree, and how the business can be sold, transferred, or dissolved. These are not formalities. They are the foundational rules of your business.
The most common and costly mistakes in business formation are not choosing the wrong entity type — they are failing to have the governing documents at all, or having documents that were copied from a template and never tailored to the actual business. An LLC operating agreement that does not address buy-sell provisions leaves co-owners with no agreed mechanism if one partner wants to exit. Bylaws that do not address quorum requirements for shareholder meetings can paralyze corporate decision-making when owners disagree.
Business formation documents serve another critical function: establishing the separation between the business entity and its owners that provides personal liability protection. Courts will look past the corporate or LLC structure and hold owners personally liable — a doctrine called 'piercing the corporate veil' — when the entity was not properly formed, when proper records were not maintained, or when the entity and its owners comingled assets and finances.
The Juris Institute prepares business formation documents based on your business structure, ownership arrangement, and operating instructions. We do not advise you on which entity type is right for your business or your tax situation — that requires an accountant and attorney familiar with your specific circumstances. What we do is prepare the governing documents that establish your chosen entity's structure and rules.
LLCs are governed by an operating agreement, which is a flexible document that can be structured in almost any way the members agree — member-managed or manager-managed, single-member or multi-member, profit distributions on any schedule and in any proportion. Corporations are governed by bylaws (which establish procedural rules) and a shareholder agreement (which addresses ownership rights and restrictions). Corporations also require minutes of meetings, stock issuance records, and other corporate formalities. Both entity types require proper documentation to maintain liability protection.
Even a single-member LLC should have an operating agreement. Without one, the default rules of your state's LLC statute apply — which may not reflect your intentions and may not provide adequate structure for banking, financing, or eventual sale of the business. For multi-member LLCs, a properly drafted operating agreement is even more critical: it must address how new members can join, how existing members can exit, what happens if a member dies or divorces, how disputes are resolved, and how the business can be wound up.
Business Formation Document Services
From LLC operating agreements to corporate bylaws to partnership agreements, we prepare all categories of business formation and governance documents based on your specific structure and ownership arrangement.
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The operating agreement is the governing document of an LLC. It defines member rights, management structure, profit and loss allocations, capital contributions, transfer restrictions, and dissolution procedures. We prepare single-member and multi-member operating agreements tailored to your LLC's structure and the arrangements between members.
Single-Member LLC Operating Agreements — Multi-Member LLC Operating Agreements — Manager-Managed LLC Agreements — Member-Managed LLC Agreements — Operating Agreement Amendments — LLC Membership Interest Certificates
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Bylaws establish the procedural rules of a corporation — how meetings are called and conducted, how votes are taken, what constitutes a quorum, and how officers are appointed and removed. We prepare bylaws that establish clear, workable governance procedures for your corporation.
Corporate Bylaws — Shareholder Meeting Procedures — Board of Directors Provisions — Officer Appointment Provisions — Voting Procedures — Bylaw Amendment Procedures
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A shareholder agreement governs the relationship between shareholders — addressing stock transfer restrictions, buy-sell rights and obligations, rights of first refusal, drag-along and tag-along rights, and deadlock resolution. These are among the most important documents a closely held corporation can have.
Shareholder Agreements — Buy-Sell Agreements — Right of First Refusal Provisions — Drag-Along and Tag-Along Rights — Buyout Provisions — Deadlock Resolution Provisions
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An S-Corporation election allows qualifying corporations to pass income and losses through to shareholders for tax purposes, avoiding corporate-level tax on business income. S-Corp status requires IRS Form 2553 and proper adherence to S-Corp requirements. We prepare the underlying corporate documents and provide the S-Corp election form, completed for your corporation.
S-Corp Election Documents (Form 2553) — S-Corp Bylaws — Shareholder Agreements for S-Corps — Stock Certificates — Organizational Meeting Minutes — Consent to S-Corp Status
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General and limited partnerships require a partnership agreement that defines each partner's contributions, profit and loss sharing, management rights, and the process for a partner's exit or the partnership's dissolution. We prepare partnership agreements for all partnership structures.
General Partnership Agreements — Limited Partnership Agreements — Limited Liability Partnership Agreements — Partnership Amendment Documents — Partner Admission Agreements — Partnership Dissolution Documents
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Maintaining proper corporate records — minutes of meetings, resolutions, and documentation of major decisions — is essential to preserving your liability protection and maintaining good standing. We prepare annual meeting minutes, board resolutions, and other corporate maintenance documents.
Annual Meeting Minutes — Board of Directors Resolutions — Written Consents in Lieu of Meeting — Officer Appointment Resolutions — Corporate Action Documentation — Organizational Meeting Minutes
Get a Quote ›Who We Serve
Every business owner who has chosen an entity structure — LLC, corporation, or partnership — needs governing documents that establish how the business operates and protect personal liability.
Entrepreneurs forming a new LLC or corporation need governing documents before the business begins operating. Without an operating agreement or bylaws, your business operates on your state's default rules — which may not reflect your intentions.
When two or more people start a business together, a written governing agreement is the single most important document they can have. Co-founder disputes are among the most common causes of early business failure. A properly drafted operating or shareholder agreement addresses the difficult questions before they become disputes.
Many businesses operate without proper governing documents — either because they were never prepared, because template documents were filed and then forgotten, or because the business has grown beyond what its original documents anticipated. We prepare updated, comprehensive documents for businesses at any stage.
Sole proprietors who convert to an LLC gain personal liability protection — but only if the LLC is properly documented and operated as a separate entity. We prepare operating agreements for newly formed single-member LLCs and the documents needed to transfer existing business assets into the entity.
Minority shareholders and investors in closely held businesses need shareholder agreements that protect their investment — addressing what happens to their shares if the company is sold, their right to participate in future fundraising, and their ability to sell their shares.
When an existing LLC or corporation brings in new members or shareholders, the governing documents must be updated. We prepare membership interest assignment documents, operating agreement amendments, and updated shareholder agreements that reflect the new ownership structure.
Simple & Straightforward
Three clear steps from your first contact to receiving your completed documents. No hourly billing. No retainer. No surprises.
Contact us with the type of documents you need. Provide the relevant facts, names, terms, and specific instructions. We will confirm scope and provide a flat-fee quote.
Your documents are professionally prepared and formatted based entirely on the information and instructions you provide. Revisions within scope are included.
Receive your completed documents, review them for accuracy against your instructions, and execute, file, or deliver them as directed.
Common Questions
Do I need an operating agreement even for a single-member LLC?
Yes. Even if you are the only member of your LLC, an operating agreement is important. It establishes the LLC's structure, confirms that the entity is separate from you personally, and is often required by banks when you open a business bank account or apply for financing. Without an operating agreement, your state's default LLC rules govern your business — and those rules are designed for the general case, not your specific situation. Most banks require an operating agreement before they will open an account for an LLC.
What is the difference between bylaws and a shareholder agreement?
Bylaws are the procedural rules of a corporation — they govern how meetings are held, how votes are taken, how officers are appointed, and how the board of directors operates. They are generally public documents filed with or available through the state. A shareholder agreement governs the relationship between shareholders — it is a private contract among the owners that addresses stock transfer restrictions, buy-sell rights, and other ownership matters. A corporation typically needs both. Bylaws without a shareholder agreement leave critical ownership issues unaddressed; a shareholder agreement without bylaws leaves corporate governance undefined.
What is an S-Corporation election and do I need it?
An S-Corporation is not a separate type of business entity — it is a tax election that a qualifying corporation (or LLC) makes with the IRS. S-Corp status allows the business's income and losses to pass through to shareholders for tax purposes, rather than being taxed at the corporate level. S-Corps can also allow owner-employees to pay themselves a reasonable salary and take additional profits as distributions, potentially reducing self-employment tax. S-Corp status has eligibility requirements and restrictions, and the tax benefits depend on your business's specific income profile. We prepare the underlying corporate documents and the IRS Form 2553 for the S-Corp election; whether the election makes sense for your business is a question for your accountant.
What should a buy-sell agreement cover?
A buy-sell agreement (also called a buyout agreement) establishes the mechanism for one owner to purchase another's interest in the business — triggered by events such as death, disability, divorce, voluntary departure, or retirement. The key provisions are: what events trigger the buyout, how the purchase price is determined (fixed price, formula, or appraisal), how the purchase is financed (installment payments, life insurance, etc.), and the timeline for the transaction. A buy-sell agreement without a clear valuation mechanism is often worse than none, because it substitutes the valuation dispute for the underlying ownership dispute.
How do I maintain my LLC's liability protection?
To maintain the personal liability protection an LLC provides, you must: (1) keep the LLC's finances separate from your personal finances — maintain a dedicated business bank account and never commingle funds; (2) properly document major business decisions with written resolutions or meeting minutes; (3) enter into contracts in the LLC's name, not your own; (4) keep the LLC's registration current with your state; and (5) ensure you have a proper operating agreement. Courts will pierce the corporate veil and hold members personally liable when these requirements are not met.
Understanding Our Business Formation Services
Important Notice
The Juris Institute provides legal document preparation and legal education services only. Engaging our services does not create an attorney-client relationship. We do not provide legal advice, legal strategy, or court representation of any kind. All information on this page is provided for general educational purposes only and does not constitute legal advice. Business formation documents must comply with your state's specific requirements for the entity type. Many states require an operating agreement or bylaws to be in place for the entity to receive full liability protection. Filing formation documents with the state (Articles of Organization, Articles of Incorporation) is a separate step that must be completed with your state's business filing office. All documents are prepared based solely on the information and instructions provided by the client. The Juris Institute is not a law firm. All fees are due upon project initiation and are non-refundable.
Tell us your business structure and ownership arrangement and we will prepare your governing documents — flat-fee quote within one business day.
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