{"id":4823,"date":"2016-04-04T10:47:45","date_gmt":"2016-04-04T15:47:45","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-law\/smallbusiness\/incorporation-and-legal-structures\/drafting-and-filing-documents.html"},"modified":"2025-11-05T22:41:00","modified_gmt":"2025-11-06T03:41:00","slug":"drafting-and-filing-documents","status":"publish","type":"page","link":"https:\/\/www.findlaw.com\/smallbusiness\/incorporation-and-legal-structures\/drafting-and-filing-documents.html","title":{"rendered":"Drafting and Filing Documents"},"content":{"rendered":"\n
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Drafting and Filing Documents<\/h1>\n\n
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\n By Jade Yeban, Esq.<\/a> | Legally reviewed by Catherine Hodder, Esq.<\/a>\n | Last updated\n
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Editorial Note: We earn a commission from affiliate partner links on FindLaw. Commissions do not affect the editorial integrity of our legal content.<\/p>\n\n <\/div>\n \n

\n \n <\/i>\n Legally Reviewed\n <\/summary>\n\n
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This article has been written and reviewed for legal accuracy, clarity, and style by FindLaw\u2019s team of legal writers and attorneys<\/a> and in accordance with our editorial standards<\/a>.<\/em><\/p>\n\n <\/div>\n <\/details>\n\n

\n \n <\/i>\n Fact-Checked\n <\/summary>\n\n
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The last updated date refers to the last time this article was reviewed by FindLaw or one of our contributing authors<\/a>. We make every effort to keep our articles updated. For information regarding a specific legal issue affecting you, please contact an attorney in your area<\/a>.<\/em><\/p>\n\n <\/div>\n <\/details>\n<\/section>\n\n\n

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Business formation<\/span> documents are the legal papers filed with the state to create a new <\/span>business<\/span> entity<\/span>. These documents, such as Articles of Incorporation<\/span> or Articles of Organization<\/span>, establish a distinct legal structure which determines factors such as an owner\u2019s limited liability and how the company is taxed.<\/p>\n\n <\/div>\n\n\n\n

When starting a new business<\/span>, small <\/span>business<\/span> owners<\/span> face a world of possibilities and challenges. The journey is exciting and complex, from choosing the right type of <\/span>business<\/span> entity<\/span> to understanding legal documents<\/span>.<\/p>\n

Depending on the\u00a0legal structure<\/u><\/a>\u00a0you choose for your business, you may have to file certain documents with the state. For instance, anyone forming a limited partnership<\/span> must file a certificate of limited partnership<\/span>. This document includes personal information about each of the partners. Sole proprietorships<\/span>, meanwhile, have no such requirements.<\/p>\n

This article guides you through the essentials of drafting and filing documents for your startup<\/span>. Whether you’re a sole proprietor<\/span> or part of a startup<\/span> team, you’ll find valuable insights into business plans<\/span>, employment agreements<\/span>, and more.<\/p>\n

Need help with business formation? Our trusted partner LegalZoom makes it easy\u2014packages start at $0 + state filing fees.<\/a><\/b><\/em><\/p>\n

Sole Proprietorship<\/span><\/strong><\/h2>\n

A\u00a0sole proprietorship<\/span><\/u><\/a>\u00a0is the simplest form of business structure<\/span>. If you’re doing business<\/span> alone, this might be your choice. It means you’re the only business owner<\/span> responsible for all company aspects. No state requires a sole proprietorship<\/span> to file organizing documents with the state.<\/p>\n

Drafting documents for a sole proprietor<\/span> involves fewer legal issues<\/span>. But, you must still consider essential factors like business name (DBA<\/span><\/u><\/a>\u00a0\u2014 doing business<\/span> as). You’ll need an employment agreement<\/span> if you’re hiring employees. Also, ensure that you have any necessary licenses and permits. Remember, as a sole proprietor<\/span>, you’re personally liable for debts and legal actions against your business.<\/p>\n

General Partnership<\/span><\/strong><\/h2>\n

No state requires a\u00a0general partnership<\/span><\/u><\/a>\u00a0to file organizing documents with the state. You and at least one business partner<\/span> share ownership and management responsibilities in a general partnership<\/span>. Partnerships should have clear partnership agreements<\/span> to prevent misunderstandings. These legal documents<\/span> outline each partner’s role, sharing profits and losses, and how to resolve disputes. Remember to register your partnership and understand the implications of shared liability in doing business<\/span>.<\/p>\n

Limited Partnership<\/span><\/strong><\/h2>\n

Limited partnerships<\/span> (LPs)\u00a0differ from general partnerships<\/span><\/u><\/a>. It includes general partners, who manage the business, and limited partners, who invest but don’t manage daily operations. Drafting documents for a limited partnership<\/span> involves creating a detailed\u00a0partnership agreement<\/span><\/u><\/a>. This includes each partner’s rights and responsibilities. It also details investments and how profits and losses get distributed. Limited partners usually have limited liability. This helps protect their assets from the business’s debts.<\/p>\n

Each state also requires a limited partnership<\/span> to file a Certificate of Limited Partnership<\/span>. This form usually goes with the state’s\u00a0secretary of state<\/span><\/u><\/a>. Generally, states need the certificate to include the name of the LP (including initials or some other designation that makes the public aware that the business is an LP). It should also include the name and address of each general partner and a mailing address for the LP.<\/p>\n

Remember to strictly adhere to the state’s requirements for forming an LP. Otherwise, your limited partners may have personal liability<\/span> for the LP’s debts and obligations. Finally, if you are doing business<\/span> in other states, meeting their requirements is vital as well.<\/p>\n

Corporation<\/strong><\/h2>\n

A corporation is a more complex business entity<\/span>. It’s separate from its owners, offering liability protection for business debts and obligations.<\/p>\n

Setting up a corporation, you must follow the laws of the state of\u00a0incorporation<\/u><\/a>. Articles of incorporation<\/span> contain the corporate name and the purpose of the corporation. They also include the number of shares the corporation may issue and the par value. The articles will also have the registered office’s address and the registered agent’s name. Finally, it should also include the names and addresses of each person forming the corporation (“the incorporators”). Filing fees<\/span> apply when registering a corporation.<\/p>\n

After the corporation is formed, you must draft corporate bylaws<\/span><\/a> and hold an initial meeting of the incorporators and the board of directors<\/span>. At this meeting, members will elect officers. Corporations also face specific legal and Internal Revenue Service (IRS<\/span>) requirements. This is especially true about taxes and shareholder rights. Be aware of all these requirements when starting a corporation.<\/p>\n

Limited Liability Company<\/span><\/strong><\/h2>\n

A limited liability company<\/span> (LLC) must file\u00a0articles of organization<\/span><\/u><\/a>\u00a0with the state. Most states require this document to include the name of the LLC. It should also include the initials or other notation that the company is an LLC. The articles should also detail the registered agent’s name and address and the principal office’s address.<\/p>\n

Usually, an LLC has an operating agreement<\/span>. Some states require it, but the company doesn’t have to file this with the state. Drafting an LLC operating agreement<\/span> is crucial. It should cover membership, management structure, and how profits and losses get divided. LLCs also need to file with the state and pay a filing fee<\/span>.<\/p>\n

LLCs can be owned by one member, called a single-member LLC, or by many members, called a multi-member LLC. This entity suits various types of businesses<\/span>, from startups<\/span> to real estate<\/span> startups<\/span>.<\/p>\n

Comparison of Formation Requirements of U.S. Business Entities<\/span><\/strong><\/h2>\n\n\n\n\n\n\n\n\n
Business Entity<\/strong><\/td>\nFiling Requirement<\/strong><\/td>\nForm<\/strong><\/td>\n<\/tr>\n
Sole Proprietorship<\/span><\/td>\nNone<\/td>\nNone<\/td>\n<\/tr>\n
General Partnership<\/span> (GP)<\/td>\nNone<\/td>\nNone<\/td>\n<\/tr>\n
Limited Partnership<\/span> (LP)<\/td>\nYes<\/td>\nCertificate of Limited Partnership<\/span><\/td>\n<\/tr>\n
Corporation<\/td>\nYes<\/td>\nArticles of Incorporation<\/span> (or Certificate of Incorporation)<\/td>\n<\/tr>\n
Limited Liability Company<\/span> (LLC)<\/td>\nYes<\/td>\nArticles of Organization<\/span> ( or Certificate of Formation or Certificate of Organization)<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

More Considerations for All Business Entities<\/span><\/strong><\/h2>\n

Small <\/span>business<\/span> owners<\/span> of any business entity<\/span> should also consider the following:<\/p>\n