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Matter Setup

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Statutory Conversion

A conversion is the process of changing one entity type to another. This can occur in two primary ways:

  • Entity Type Conversion: Changing the legal structure of an entity, such as converting a corporation into an LLC as part of an F reorganization.
  • State Law Conversion (Domestication): Keeping the same entity type but changing the governing state law by converting the entity to another state. For example, converting a California LLC into a Texas LLC.

This intake interview that collects the necessary information to complete a conversion in the states that permit it.

Entity Formation

Forming a new business entity is the first legal step in creating a formal business structure. This process involves choosing the right entity type and state of formation based on your goals.

  • Entity Type Selection: Deciding whether to form an LLC, corporation, or other legal entity based on tax treatment, liability protection, and management structure.
  • State of Formation: Choosing the governing state law for your entity. Most businesses form in the state where they operate, but some choose other states for strategic reasons.

This intake interview collects the key details needed to prepare and file the formation documents in the state of your choice.

Statutory Domestication

Domestication is the legal process of changing the governing state law of a business entity without dissolving or forming a new company. It allows the business to relocate its legal home to a different state while keeping its identity intact.

  • State-to-State Relocation: Moving an entity—such as a corporation or LLC—from one state to another without changing its entity type or triggering a dissolution.
  • Legal Continuity: The entity keeps its EIN, contracts, bank accounts, and operating history while adopting the laws of the new state.

This intake interview collects the necessary information to complete a domestication in the states that permit it.

Merger (Non-Acquisitive)

A non-acquisitive merger is a merger used to reorganize a company without an immediate transfer of ownership. This type of merger is typically undertaken for structural, tax, or operational efficiencies rather than as part of a sale or acquisition.

  • Entity Consolidation: Combining multiple related entities under a single structure to simplify management and operations.
  • Internal Reorganization: Merging an entity into a newly formed or existing affiliated entity to change its legal structure, jurisdiction, or governance without changing ownership.

This intake interview collects the necessary information to complete a non-acquisitive merger in the states that permit it.

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Data Source Selection

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Mapped Fields: Entity

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Calculated Fields: Entity

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entity_manager_managed_tf*
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foreign_registration_tf
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show_entity_managers_tf
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entity_owners_embed_scenario
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entity_managers_embed_scenario
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entity_owner_multiple_tf
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entity_manager_multiple_tf
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entity_equity_units_tf
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show_priorentity_tf
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Mapped Fields: Priorentity

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Calculated Fields: Priorentity

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priorentity_owner_multiple_tf
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priorentity_manager_multiple_tf
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priorentity_owners_embed_scenario
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show_priorentity_managers_tf
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priorentity_managers_embed_scenario
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Information

Select the type of business as it was formed under state law, regardless of its federal tax classification. If the business is an LLC taxed as an S corporation, for example, then select Limited Liability Company (the state-law entity classification), not Corporation (the federal tax classification).

Special Circumstances

This section collects information about any special circumstances that could affect the scope, timeline, or deliverables.
Do the prior business entity's governing documents include binding provisions that would restrict or require special approval to take this action?*
Is the prior business entity any of the following special types of LLCs?*

Records Search

The records are the best source of accurate information about .

Click the Review State Records button to open a separate tab and locate in the records.

Review State Records

Gather the following information from the records:

  • ‘s exact legal name
  • The date was formed in
  • The file number assigned to
  • The name, address, and any related information for ‘s registered agent in
Pay attention to any indication in the state records regarding whether the LLC is member-managed or manager-managed.

Business Records Information

State business laws require the names of corporations or LLCs to include language identifying the type of entity. Corporations must usually include Inc., Corp., or Corporation in their name. LLCs must usually include LLC, Limited Liability Company, or a related term in their name.

Make any changes required to ensure that the legal name exactly matches the name used in the records. Pay attention to punctuation like commas or periods.
On what date was the prior business entity formed in the prior state?*

Prior Registered Agent

Be sure to use the current registered information listed in the records.
Type:*
(Optional)
(Optional)
Physical Address*
Enter a physical address. P.O. boxes are not allowed.
Can the prior business entity still receive mail delivered to this address?*

the prior business entity's Capital Structure

Do the prior business entity's governing documents create multiple classes of equity that give select owners different voting or distribution rights?*

the prior business entity's Ownership Structure

Select the business's ownership structure*

Owners

Name Actions
 
Use the Add Owner button below to add owners.

Maximum number of owners reached.

Prior Entity Management Structure

How is the prior business entity managed?*
*
Answer Yes only if there is there a one-to-one match between the members and managers, with no additional managers or members.
Will the LLC keep the same management structure as the existing LLC?*

Managers

Name Actions
 
Use the Add Manager button below to add managers.

Maximum number of managers reached.

New Business Entity Information

Records Search

The requires the name of any businesses to be distinguishable from other businesses listed in the corporate records. If the desired business name () is the same or confusingly similar to a business that is already on record, the will not accept the filing.

Click the Review State Records button to open a separate tab and use the search tool to check for existing businesses with the desired name.

Review State Records

Review the search results to confirm that the name is available.

Is the desired name available?*
Repeat the process above to find a name that is available, and enter it here. We’ll replace the name previously entered with the available name before filing any documents.

Business Purpose

U.S. states allow a business purpose to be either general (for example, “any lawful activity”) or specific (for example, “real estate investment purposes, including buying, selling, renting, and otherwise dealing with residential and commercial real estate”).

In most cases, restricting an entity’s business purpose can raise questions about the entity’s authority and create more problems than it solves. Specific business purposes are used primarily in two contexts:

  • Professional Entities—If the business is a professional entity that can only engage in specific activities associated with the profession, the entity may be required to identify the authorized professional activity for which it is being formed.
  • Special Purpose Entities—As a condition of financing or as a result of some other business arrangement, an entity may be contractually obligated to restrict its activities to a specific purpose.

Even if the new business entity is being formed to engage specific activity, there is usually no legal reason to restrict the new entity’s authority. Unless one of the two exceptions above apply, it is usually best to give the new entity a general purpose (any purpose permitted by law).

What is the new business entity's purpose?*

Are you sure?

As stated above, restricting the new business entity‘s purpose provides a limitation with no corresponding benefit, and may raise questions about whether its actions are necessary for the fulfillment of the specific purpose. This is usually a bad idea unless there is a good reason for restricting the business purpose.

If you want to change your mind, change your answer above.

entity_specific_purpose_confirmation_tf*
Fill in the blank: The purpose for which the business is formed is ________. Do not include a period or other closing punctuation.

New Registered Agent Options

Select one of the following:*

Selecting Your Own Registered Agent

If you select your own registered agent, you are solely responsible to:

  • Engage the registered agent yourself and pay any associated fees
  • Handle annual renewals
  • Ensure the registered agent signs any necessary documents to accept the appointment
  • File all required filings associated with the registered agent’s appointment with the

If an individual serves as the registered agent, you must update the records with the and pay any associated fees each time the individual moves.

regagen_self_selected_acknowledgment*

Northwest Registered Agent (New Registration)

The state office for the local Northwest Registered Agent office is provided below (read only). Please make a note of it for your records. We will engage Northwest Registered Agent on your behalf ($125 sign-up fee) and obtain all necessary signatures.
Northwest Registered Agent Address

New Registered Agent

Type:*
(Optional)
(Optional)
Physical Address*
Enter a physical address. P.O. boxes are not allowed.

the New Business Entity's Capital Structure

Describe equity in terms of:
Will the new business entity issue voting and non-voting equity?*
Title of Voting Equity
Title of Non-Voting Equity
Will the new business entity issue certificates to each owner representing that owner's equity?

the New Business Entity's Ownership Structure

Select the business's ownership structure*

the New Business Entity's Owners

Name Actions
 
Use the Add Owner button below to add owners.

Maximum number of owners reached.

the New Business Entity's Management Structure

How will the new business entity managed?*
Are all members of the new business entity also managers, and are all managers also members?*
Answer Yes only if there is there a one-to-one match between the members and managers, with no additional managers or members.

the New Business Entity's Managers

Name Actions
 
Use the Add Manager button below to add managers.

Maximum number of managers reached.

Office Location

The office location, sometimes called the business office, is the place where business records are kept.
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Select the office location:
Address*

Connection to Prior State

Each state requires out-of-state (foreign) businesses that to register to do business in the state if the business has operations in the state. If the prior business entity will continue to maintain ties to the prior state after moving to the new state, it may be necessary to register it in the prior state. The determining factor is whether the prior business entity will be “doing business” in the prior state.

Each state has specific definitions and thresholds for what constitutes “doing business,” and the exact application of the the rules to a specific business are often unclear. “Doing business” generally includes:

  • Having a physical office or place of business in the state.
  • Hiring employees in the state.
  • Conducting regular meetings with clients or customers in the state.
  • Engaging in significant, continuous, or substantial business activities in the state.
  • Holding property, such as warehouses or retail locations, in the state.

While not conclusive, a good litmus test is whether the prior business entity will have an ongoing business connection to the prior state that is different than any other U.S. state. If so, that could indicate a substantial connection that requires registration. If the prior business entity is cutting ties to the prior state and will have no further connection to it than any other state, then it is probably “doing business” for purposes of the registration requirements. These are general guidelines only. 

Will the new business entity continue to do business in the prior state?*

Doing Business in Other States

Each state requires out-of-state (foreign) businesses to register if they have operations in the state. If the business will maintain special ties to another state after forming in the new state, it may need to register in that state. The key factor is whether the business will be “doing business” there.

Each state defines “doing business” differently, and the application of the rules is often unclear. However, “doing business” generally includes:

  • Having a physical office or place of business in the state.
  • Hiring employees in the state.
  • Conducting regular meetings with clients or customers in the state.
  • Engaging in significant, continuous, or substantial business activities in the state.
  • Holding property, such as warehouses or retail locations, in the state.

A practical test is whether the business will have an ongoing connection to another state that is different from any other U.S. state. If so, that could indicate a substantial connection requiring registration.

If the business has no greater connection to one state than any other state and will not have employees, offices, or assets located in a state other than the new state, then registration is likely unnecessary.

These are general guidelines only, not a conclusive determination.

Will the new business entity do business in any states other than the formation state?*

Authorized Representatives

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Select authorized signer:

Please fill out other fields.

Effective Date

When should the filing take effect?
Delayed Effective Date
Although there is some variation on what state agencies will accept, sooner is usually better than later. The delayed effective date should be no later than 90 days (and preferably within 30 days) from today’s date.

Submit your answers for review.

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General Assembly Options

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Fix formatting errors?
Our software will look for items like improper capitalization and attempt to correct them. If you would like to turn this feature off, select No. It is usually best to leave the answer as Yes.
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File Format
PDF files do not require word processing software like Microsoft Word, making them easier to view across different devices. The disadvantage of PDF files is that they are difficult to edit after assembly. In contrast, Microsoft Word files can be opened and edited in Microsoft Word or compatible software, allowing changes to be made to the document after it is created.
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Delivery Method
Choose the delivery method. Select all that apply.
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Submit to Webhook – Formation

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Submit to Webhook – Domestication

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PrivateCounsel

PrivateCounsel

PrivateCounsel is a licensed law firm that delivers personalized legal services and counsel to business owners through a legal platform with national reach, fast turnaround, and transparent pricing. We combine the accessibility of a modern platform with the depth of real attorney relationships—giving business owners and their advisors a smarter, smoother way to handle complex legal needs. Clients don’t just receive documents. They get strategic guidance, delivered through a high-touch process that’s powered by technology and grounded in professional trust.

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