(Updates Test) VW New Texas LLC Questionnaire | Dallas & Austin Business Lawyers

Client Information

Are you forming this new entity as an individual or existing entity?

I am an individual organizing a new entity
I am representing an entity organizing a subsidiary

Will this entity be managed by the members or managers?

Note that we almost always recommend a manager-managed structure, unless the LLC will be a single member or spouses only owned LLC. If you are uncertain which structure is best for you, please include a note at the bottom.

Members
Managers

What is the name of the existing entity?

Your Name

First Last

Name of Governing Person

Please list the name of the governing person of the parent entity.

First Last

Phone Number

Address Type

USA
International

Mailing Address

This address will be listed in our client records.

Street Address Address Line 2 City State ZIP Code

Mailing Address

This address will be listed in our client records.

Street Address Address Line 2 City State / Province / Region ZIP / Postal Code Country

Email Address

Please enter the email address you'd like a copy of your submission sent to.

Entity Formation

Preferred Entity Name

Please provide the preferred entity name of the new company. We find it's simplest to end the company name with "LLC".

Alternative Entity Name(s)

In case your preferred name is not available, please provide two additional alternative names.

Alternative Name

Trademark Viability Search

If you plan to trademark your entity name or assumed name, would you like us to do a search to determine the likelihood of your name or mark infringing on another’s and the registrability of a trademark? The fee for a preliminary search is $200/hour and a comprehensive search is $1,250.

No
Yes, Preliminary Search ($200/hour)
Yes, Comprehensive Search ($1,250)

DBA (Optional)

A DBA (Doing Business As) is an official filing you make with either the local or statewide government offices for registering the name under which you will be conducting business. If you are transacting business under a name other than the entity's legal name, you'll need to file a DBA.

Do you want Legalinc (a Vela Wood partner) to act as your Registered Agent? ($150 annual fee)

A Registered Agent is the official “contact person” for a business. A business must officially designate a registered agent to receive and accept any lawsuits, notices, or other legal documents on behalf of the entity. Delaware requires every entity to assign a registered agent before it is authorized to conduct business within the state.

Yes
No

If no, please list your Registered Agent’s name(s).

Please note, a company cannot serve as its own Registered Agent.

Registered Agent

Registered Agent's Address

Street Address Address Line 2 City State ZIP Code

Would you like for us to apply for your EIN?

You will need an EIN to open a bank account. Please provide the name and social security number of the person who will be listed as the Responsible Party on the EIN application. “Responsible Party” is defined by the IRS as the person who ultimately owns or controls the entity or who exercises ultimate effective control over the entity. The person identified as the responsible party should have a level of control over, or entitlement to, the funds or assets in the entity that, as a practical matter, enables the person, directly or indirectly, to control, manage, or direct the entity and the disposition of its funds and assets.

Yes
No

Will the individual listed above also be named as the "Responsible Party" on the EIN application?

Yes
No

If not, please list the full name of the individual who will be listed as the Responsible Party on the EIN application.

First Last

To apply for the EIN, we need the Responsible Party's social security number. How do you prefer to submit the Responsible Party's SSN?

I'll provide my SSN below.
I prefer to provide my SSN by phone.

Social Security Number of the Responsible Party named on the EIN Application:

Feel free to call our office at 214-821-2300 to give your social security number to someone over the phone.

Please provide a brief description of your business.

This is needed for filing the EIN and also for certain securities exemptions notices.

Business Address

The Business Address will be used for the following: 1) It will be the Managers' address listed in the governing documents; 2) It will be the address on file with the IRS; and 3) It will be listed as the address for notices listed in the company's legal documents.

Same as Mailing Address

Street Address Address Line 2 City State ZIP Code

Business Address

The Business Address will be used for the following: 1) It will be the Managers' address listed in the governing documents; 2) It will be the address on file with the IRS; and 3) It will be listed as the address for notices listed in the company's legal documents.

Same as Mailing Address

Street Address Address Line 2 City State / Province / Region ZIP / Postal Code Country

Would you like to engage Vela Wood to file your BOI Report?

On 1/1/2024, the U.S. Department of the Treasury, Financial Crimes Enforcement Network (“FinCEN”) enacted a new rule requiring businesses to report certain beneficial ownership information (a “BOI Report”). Vela Wood can file the BOI Report on your behalf for a flat fee of $500 per entity.

Yes
No

For entities formed during calendar year 2024, the deadline to file your BOI Report with FinCEN is 90 days from the date of formation. To protect you from potential late-filing penalties, we'll hold off on filing the Charter instrument with the Secretary of State until you have provided us with the information needed to file the BOI Report.

You will need to provide us with the FinCEN Identifier ("FCID") for each individual "Beneficial Owner" under 31 CFR 1010.380(d), including any individual who will hold at least 25% ownership interest (either individually, through an entity, directly, or indirectly, and whether through a single or multiple investments), or any individual who would serve in a position exercising substantial control of this new entity, including any President, CEO, COO, CFO, GC, or any other senior officer who may hold a similar position, regardless of title, or who may have substantial influence over decisions made about the business, finances, or structure of this new entity.

Please reach out to each Beneficial Owner and ask them to provide you with their FCID number. If they don't have one, ask them to to go to this link: https://fincenid.fincen.gov/landing, click "Sign in or Create an Account with Login.gov" and follow the prompts. The information they will need to provide includes name, date of birth, address, unique identifying number and issuing jurisdiction from an acceptable ID (DL, passport, or other government issued photo ID) , and an image of the ID. They will get the FCID instantly. THEY WILL NEED TO RECORD THE LOGIN INFO AND THE FCID:

The login info will allow them to login and report changes to their names or addresses in the future; and
The Beneficial Owner will use the same FCID for each Reporting Company in which they qualify as a "Beneficial Owner." So individuals only need to apply for an FCID once, but they MUST BE CAREFUL to record the FCID number so they can provide it to all of their Reporting Companies. This way, they won't have to divulge private info like their DOB, driver's license, or passport; they can just provide their FCID instead.

Please Confirm.*

I recognize that I will have 90 days to file this entity's BOI Report with FinCEN, and that failure to report complete or updated beneficial ownership information to FinCEN, or the willful provision of or attempt to provide false or fraudulent beneficial ownership information may result in civil or criminal penalties, including civil penalties of up to $500 for each day that the violation continues, or criminal penalties including imprisonment for up to two years and/or a fine of up to $10,000. I recognize that senior officers of an entity that fail to file a required BOI report may be held accountable for that failure.

Management of LLC

In a manager-managed LLC, the managers make all primary decisions for the Company. We generally advise our LLC clients to be manager-managed. It's a good idea to have an odd number of managers so that there are no deadlock votes.

#1 Is this Manager an Individual or an Entity?

Individual
Entity

Individual Manager

Please enter the following information for the individual manager.

First Name Last Name FCID

Please list the name of the management entity.

How many individuals are required to sign on behalf of the manager entity when exercising managerial control over this new company being formed?

Whether for purposes of appointing/removing other Managers, admitting new Members, or otherwise exercising control of or making decisions related to the new company's business, finances, or structure, or exercising any other form of substantial control

Individuals of Management Entity

Please enter the following information for each individual.

First Name	Last Name	FCID

Does the company have another Manager?

Yes
No

#2 Is this Manager an Individual or an Entity?

Individual
Entity

Individual Manager

Please enter the following information for the individual manager.

First Name Last Name FCID

Please list the name of the management entity.

How many individuals are required to sign on behalf of the manager entity when exercising managerial control over this new company being formed?

Whether for purposes of appointing/removing other Managers, admitting new Members, or otherwise exercising control of or making decisions related to the new company's business, finances, or structure, or exercising any other form of substantial control

Individuals of Management Entity

Please enter the following information for each individual.

First Name	Last Name	FCID

Does the company have another Manager?

Yes
No

#3 Is this Manager an Individual or an Entity?

Individual
Entity

Individual Manager

Please enter the following information for the individual manager.

First Name Last Name FCID

Please list the name of the management entity.

How many individuals are required to sign on behalf of the manager entity when exercising managerial control over this new company being formed?

Whether for purposes of appointing/removing other Managers, admitting new Members, or otherwise exercising control of or making decisions related to the new company's business, finances, or structure, or exercising any other form of substantial control

Individuals of Management Entity

Please enter the following information for each individual.

First Name	Last Name	FCID

Does the company have another Manager?

Yes
No

#4 Is this Manager an Individual or an Entity?

Individual
Entity

Individual Manager

Please enter the following information for the individual manager.

First Name Last Name FCID

Please list the name of the management entity.

How many individuals are required to sign on behalf of the manager entity when exercising managerial control over this new company being formed?

Whether for purposes of appointing/removing other Managers, admitting new Members, or otherwise exercising control of or making decisions related to the new company's business, finances, or structure, or exercising any other form of substantial control

Individuals of Management Entity

Please enter the following information for each individual.

First Name	Last Name	FCID

Does the company have another Manager?

Yes
No

#5 Is this Manager an Individual or an Entity?

Individual
Entity

Individual Manager

Please enter the following information for the individual manager.

First Name Last Name FCID

Please list the name of the management entity.

How many individuals are required to sign on behalf of the manager entity when exercising managerial control over this new company being formed?

Whether for purposes of appointing/removing other Managers, admitting new Members, or otherwise exercising control of or making decisions related to the new company's business, finances, or structure, or exercising any other form of substantial control

Individuals of Management Entity

Please enter the following information for each individual.

First Name	Last Name	FCID

Does the company have another Manager?

If the company has more than 6 Managers, please let us know at the bottom of this form.

Yes
No

#6 Is this Manager an Individual or an Entity?

Individual
Entity

Individual Manager

Please enter the following information for the individual manager.

First Name Last Name FCID

Please list the name of the management entity.

How many individuals are required to sign on behalf of the manager entity when exercising managerial control over this new company being formed?

Whether for purposes of appointing/removing other Managers, admitting new Members, or otherwise exercising control of or making decisions related to the new company's business, finances, or structure, or exercising any other form of substantial control

Individuals of Management Entity

Please enter the following information for each individual.

First Name	Last Name	FCID

#1 Is this Managing Member an Individual or an Entity?

Individual
Entity

Individual Managing Member

Please enter the following information for the individual managing member.

First Name Last Name FCID

Please list the name of the managing member entity.

How many individuals are required to sign on behalf of the managing member entity when exercising managerial control over this new company being formed?

Whether for purposes of appointing/removing other Managing Members, admitting new Managing Members, or otherwise exercising control of or making decisions related to the new company's business, finances, or structure, or exercising any other form of substantial control

Individuals of Managing Member Entity

Please enter the following information for each individual.

First Name	Last Name	FCID

Does the company have another Managing Member?

Yes
No

#2 Is this Managing Member an Individual or an Entity?

Individual
Entity

Individual Managing Member

Please enter the following information for the individual managing member.

First Name Last Name FCID

Please list the name of the managing member entity.

How many individuals are required to sign on behalf of the managing member entity when exercising managerial control over this new company being formed?

Whether for purposes of appointing/removing other Managing Members, admitting new Managing Members, or otherwise exercising control of or making decisions related to the new company's business, finances, or structure, or exercising any other form of substantial control

Individuals of Managing Member Entity

Please enter the following information for each individual.

First Name	Last Name	FCID

Does the company have another Managing Member?

Yes
No

#3 Is this Managing Member an Individual or an Entity?

Individual
Entity

Individual Managing Member

Please enter the following information for the individual managing member.

First Name Last Name FCID

Please list the name of the managing member entity.

How many individuals are required to sign on behalf of the managing member entity when exercising managerial control over this new company being formed?

Whether for purposes of appointing/removing other Managing Members, admitting new Managing Members, or otherwise exercising control of or making decisions related to the new company's business, finances, or structure, or exercising any other form of substantial control

Individuals of Managing Member Entity

Please enter the following information for each individual.

First Name	Last Name	FCID

Does the company have another Managing Member?

Yes
No

#4 Is this Managing Member an Individual or an Entity?

Individual
Entity

Individual Managing Member

Please enter the following information for the individual managing member.

First Name Last Name FCID

Please list the name of the managing member entity.

How many individuals are required to sign on behalf of the managing member entity when exercising managerial control over this new company being formed?

Whether for purposes of appointing/removing other Managing Members, admitting new Managing Members, or otherwise exercising control of or making decisions related to the new company's business, finances, or structure, or exercising any other form of substantial control

Individuals of Managing Member Entity

Please enter the following information for each individual.

First Name	Last Name	FCID

Does the company have another Managing Member?

Yes
No

#5 Is this Managing Member an Individual or an Entity?

Individual
Entity

Individual Managing Member

Please enter the following information for the individual managing member.

First Name Last Name FCID

Please list the name of the managing member entity.

How many individuals are required to sign on behalf of the managing member entity when exercising managerial control over this new company being formed?

Whether for purposes of appointing/removing other Managing Members, admitting new Managing Members, or otherwise exercising control of or making decisions related to the new company's business, finances, or structure, or exercising any other form of substantial control

Individuals of Managing Member Entity

Please enter the following information for each individual.

First Name	Last Name	FCID

Does the company have another Managing Member?

If the company has more than 6 Managing Members, please let us know at the bottom of this form.

Yes
No

#6 Is this Managing Member an Individual or an Entity?

Individual
Entity

Individual Managing Member

Please enter the following information for the individual managing member.

First Name Last Name FCID

Please list the name of the managing member entity.

How many individuals are required to sign on behalf of the managing member entity when exercising managerial control over this new company being formed?

Whether for purposes of appointing/removing other Managing Members, admitting new Managing Members, or otherwise exercising control of or making decisions related to the new company's business, finances, or structure, or exercising any other form of substantial control

Individuals of Managing Member Entity

Please enter the following information for each individual.

First Name	Last Name	FCID

Do you want to restrict the competitive activities of Managers?

Generally we advise that all managers be restricted from entering into activities which are directly competitive with the company.

Yes
No

Do you want to restrict the competitive activities of managing-members?

Generally we advise that all managing members be restricted from entering into activities which are directly competitive with the company.

Yes
No

Please provide any specific competitive activities details.

Company Officers

Is the company appointing officers?

Yes
No

Please select which offers you'll be electing.

We suggest naming at least a President, Secretary, and Treasurer. The same person can hold all offices.

President
Vice President
Treasurer
Secretary

Company President

First Name Last Name FCID

Company Vice President

First Name Last Name FCID

Company Treasurer

First Name Last Name FCID

Company Secretary

No FCID is needed for the company's Secretary.

First Name Last Name

Other Officers

Please add any additional officers, if applicable, such as Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Chief Legal Officer, Chief Technical Officer, or any other executives or managers who exercise substantial influence over the new company's business, finances, or structure.

Title	First Name	Last Name	FCID (if a "Beneficial Owner")

Members and Membership Interests

How many initial Members will the company have?

If the company has more than 6 Members, please let us know at the bottom of the form.

Is Member #1 an Individual or an Entity?

Individual
Entity

Member #1 Individual

First Name Last Name Ownership Percentage FCID (if ownership percentage is 25% or more)

Member #1 Entity

Enity Full Legal Name Ownership Percentage of Entity

How many individuals will own, directly or indirectly, 25% or more interest in the new company by virtue of their combined ownership interest in their individual capacity, in this Member entity, and/or in any other Member entity?

Individuals

Please list the name and FCID for each individual who will own at least 25%.

First Name	Last Name	FCID

Is Member #2 an Individual or an Entity?

Individual
Entity

Member #2 Individual

First Name Last Name Ownership Percentage FCID (if ownership percentage is 25% or more)

Member #2 Entity

Enity Full Legal Name Ownership Percentage of Entity

How many individuals will own, directly or indirectly, 25% or more interest in the new company by virtue of their combined ownership interest in their individual capacity, in this Member entity, and/or in any other Member entity?

Individuals

Please list the name and FCID for each individual who will own at least 25%.

First Name	Last Name	FCID

Is Member #3 an Individual or an Entity?

Individual
Entity

Member #3 Individual

First Name Last Name Ownership Percentage FCID (if ownership percentage is 25% or more)

Member #3 Entity

Enity Full Legal Name Ownership Percentage of Entity

How many individuals will own, directly or indirectly, 25% or more interest in the new company by virtue of their combined ownership interest in their individual capacity, in this Member entity, and/or in any other Member entity?

Individuals

Please list the name and FCID for each individual who will own at least 25%.

First Name	Last Name	FCID

Is Member #4 an Individual or an Entity?

Individual
Entity

Member #4 Individual

First Name Last Name Ownership Percentage FCID (if ownership percentage is 25% or more)

Member #4 Entity

Enity Full Legal Name Ownership Percentage of Entity

How many individuals will own, directly or indirectly, 25% or more interest in the new company by virtue of their combined ownership interest in their individual capacity, in this Member entity, and/or in any other Member entity?

Individuals

Please list the name and FCID for each individual who will own at least 25%.

First Name	Last Name	FCID

Is Member #5 an Individual or an Entity?

Individual
Entity

Member #5 Individual

First Name Last Name Ownership Percentage FCID (if ownership percentage is 25% or more)

Member #5 Entity

Enity Full Legal Name Ownership Percentage of Entity

How many individuals will own, directly or indirectly, 25% or more interest in the new company by virtue of their combined ownership interest in their individual capacity, in this Member entity, and/or in any other Member entity?

Individuals

Please list the name and FCID for each individual who will own at least 25%.

First Name	Last Name	FCID

Is Member #6 an Individual or an Entity?

Individual
Entity

Member #6 Individual

First Name Last Name Ownership Percentage FCID (if ownership percentage is 25% or more)

Member #6 Entity

Enity Full Legal Name Ownership Percentage of Entity

How many individuals will own, directly or indirectly, 25% or more interest in the new company by virtue of their combined ownership interest in their individual capacity, in this Member entity, and/or in any other Member entity?

Individuals

Please list the name and FCID for each individual who will own at least 25%.

First Name	Last Name	FCID

Initial Units

Traditionally, LLCs recognize membership interests in the form of percentage ownership – i.e. Founder A owns 50% and Founder B owns 50%. This is what you listed above. We find it beneficial to assign “membership units” based on the percentages, and we think starting with 1,000 is a good choice. Thus, Founder A would own 500 units, and Founder B would own 500 units using the previous example. Note that you can always amend the number of units down the road (and frequently LLCs do just that when the LLC takes on additional members). Ultimately, the percentage ownership is what is most important, but having a defined number of units is helpful for corporate governance matters.

Should any Member's membership interest vest over time?

Note that in the context of a startup, a traditional vesting schedule is four years with a one year cliff. Your LLC may not be a traditional startup, but it could be valuable to vest co-founder equity over time.

Yes
No

Please enter vesting details here:

Will the entity have employees?

Yes
No

How many employees are anticipated in the first year?

What is the earliest anticipated date wages will be paid?

Will the entity hire or contract with any individual(s) or entity(ies) not already named above who would be considered "beneficial owners" because they will have substantial influence over decisions made about the business, finances, or structure of this new entity?

Yes
No

Number of Employees or Contractors

If there are more than 6, please let us know at the bottom of the form.

Is Employee/Contractor #1 an individual or entity?

Individual
Entity

Employee or Contractor #1

First Name Last Name FCID

Entity Full Legal Name

How many individuals from this contracted entity will exercise substantial influence over decisions made about the business, finances, or structure of this new entity?

Individuals

First Name	Last Name	FCID

Is Employee/Contractor #2 an individual or entity?

Individual
Entity

Employee or Contractor #2

First Name Last Name FCID

Entity Full Legal Name

How many individuals from this contracted entity will exercise substantial influence over decisions made about the business, finances, or structure of this new entity?

Individuals

First Name	Last Name	FCID

Is Employee/Contractor #3 an individual or entity?

Individual
Entity

Employee or Contractor #3

First Name Last Name FCID

Entity Full Legal Name

How many individuals from this contracted entity will exercise substantial influence over decisions made about the business, finances, or structure of this new entity?

Individuals

First Name	Last Name	FCID

Is Employee/Contractor #4 an individual or entity?

Individual
Entity

Employee or Contractor #4

First Name Last Name FCID

Entity Full Legal Name

How many individuals from this contracted entity will exercise substantial influence over decisions made about the business, finances, or structure of this new entity?

Individuals

First Name	Last Name	FCID

Is Employee/Contractor #5 an individual or entity?

Individual
Entity

Employee or Contractor #5

First Name Last Name FCID

Entity Full Legal Name

How many individuals from this contracted entity will exercise substantial influence over decisions made about the business, finances, or structure of this new entity?

Individuals

First Name	Last Name	FCID

Is Employee/Contractor #6 an individual or entity?

Individual
Entity

Employee or Contractor #6

First Name Last Name FCID

Entity Full Legal Name

How many individuals from this contracted entity will exercise substantial influence over decisions made about the business, finances, or structure of this new entity?

Individuals

First Name	Last Name	FCID

Any other questions or requests?

Signature

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