Client Tools • Business Formation

LLC / Operating Agreement Questionnaire

Provide the information UPWARDS needs to structure the business and governance profile for your Operating Agreement engagement.

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This questionnaire is an information-gathering tool for UPWARDS advisory work. It does not itself create, amend or execute an Operating Agreement.

1. Company Formation

Core entity details and formation information.

Legal Company Name

State of Formation

Formation / Effective Date

EIN

Principal Business Address

Business Purpose / Primary Activities

Registered Agent Name

Registered Agent Address

Should the company have a perpetual term unless dissolved according to the agreement?

Yes No Discuss with UPWARDS

2. Members & Ownership

List all current members and the intended ownership structure.

Number of Members

Is the ownership fully agreed among the members?

Member 1

Full Legal Name

Ownership %

Residential Address

Role / Title

Member 2

Full Legal Name

Ownership %

Residential Address

Role / Title

Additional Members / Ownership Details

Can additional members be admitted in the future?

3. Capital Contributions

Initial contributions and expectations for future funding.

Total Initial Capital Contribution

Currency

Member 1 Contribution

Member 2 Contribution

Describe any non-cash property, equipment, intellectual property or other assets being contributed.

Should members be required to make additional capital contributions later?

4. Management, Authority & Voting

Define who manages the company and what decisions require member approval.

Management Structure

Primary Managing Member / Manager

Who may bind the company in contracts, banking, loans and other legally binding commitments?

Voting Method

5. Profits, Losses, Distributions & Tax Preferences

How economic results should be allocated and when distributions may occur.

Profit / Loss Allocation

Distribution Frequency

Should the company retain a minimum cash reserve before distributions?

Current or intended federal tax classification

6. Compensation, Expenses, Records & Accounting

Management compensation, expense reimbursement and company recordkeeping.

Will members/managers receive compensation for services?

Should business expenses paid personally be reimbursable?

Accounting Method

Fiscal / Accounting Year

Where will the company maintain its official records?

7. Transfers, Exit & Succession

Membership transfers, buyouts and what happens when a member wants or needs to exit.

Can a member transfer or sell their interest without approval?

Should existing members have a right of first refusal before an interest is sold to an outside party?

Describe any desired buyout, death, disability, divorce, bankruptcy or succession provisions.

8. Dissolution & Closing the Company

Events that may trigger dissolution and how remaining assets should be handled.

What events should permit or require dissolution?

After debts and liabilities are paid, how should remaining assets be distributed?

9. Additional Instructions

Anything else UPWARDS should understand about the intended governance arrangement.

Special Provisions, Restrictions, Concerns or Questions

Primary Contact Name

Primary Contact Email

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