Legal Entity Management Checklist

Confirm the structure with the partner and the client's attorney before filing — LLC (single- or multi-member), S-corp, C-corp, or partnership. Tax-election downstream consequences (Form 2553 timing, basis tracking, reasonable comp) drive most of this decision, not formation cost.

Articles of Incorporation for corporations; Articles of Organization for LLCs. Confirm the entity name is available via the state's business-name search before filing — rejected filings cost the filing fee twice. Save the stamped certificate to the entity's permanent file.

Every state of registration needs a registered agent with a physical (non-PO-box) in-state address. Most clients use a commercial agent (CT Corporation, CSC, Northwest) rather than the owner's home address — keeps service of process out of the kitchen.

Only fires when the selected entity type is S-Corporation. Form 2553 must be filed within 2 months and 15 days of the start of the tax year for which the election is to take effect. Late elections may qualify for relief under Rev. Proc. 2013-30.

Pull the city, county, and state license requirements for the entity's NAICS code. Common misses: home-occupation permits, professional licensing (CPA firm, contractor, real estate), and seller's permits where the entity will collect sales tax. Document each license number, issuing authority, and renewal date.

Use the IRS online application for same-day issuance — only available for entities whose responsible party has a US SSN or ITIN. International responsible parties file by fax (4–5 business days) or mail. Save the CP 575 confirmation letter to the entity file; banks require it for account opening.

Required before the first payroll runs. State withholding account and SUTA account come from the state Department of Revenue and Department of Labor respectively — usually two separate registrations. Provide the account numbers to the payroll provider (Gusto, ADP, Rippling) before the first pay date.

Apply Wayfair economic-nexus thresholds — most states use $100K in revenue or 200 transactions; some only $100K. Pull projected revenue by ship-to state. Where physical nexus also exists (employees, inventory, offices), register regardless of threshold.

Only fires when sales-tax nexus is identified. Register through each state's DOR portal or via the Streamlined Sales Tax central registration if the states are SST members. Configure Avalara or TaxJar with the new permit numbers and filing frequencies before the first taxable sale.

Beneficial Ownership Information report under the Corporate Transparency Act. Newly formed entities have 90 days from formation to file (30 days for entities formed in 2025+). Penalties run $591/day. Confirm current FinCEN filing requirements — the rule has been litigated and rules have shifted.

Operating agreement for LLCs; bylaws plus shareholder agreement for corporations. Confirm member/shareholder ownership percentages, capital contributions, distribution waterfalls, and transfer restrictions match the cap table. Disagreements at this stage are easier to fix than at exit.

Update the cap table or membership-interest ledger with each holder's name, units/shares, consideration paid, and issue date. Founders forming an S-corp or C-corp should consider a Section 83(b) election within 30 days of receiving restricted stock.

Record the initial appointment of officers/managers, adoption of bylaws or operating agreement, authorization to open bank accounts, and ratification of pre-formation expenses. Store in the corporate minute book — physical or in a vault tool like SmartVault, Liscio, or TaxDome.

Create the permanent record location: formation certificate, EIN letter, governing documents, cap table, organizational minutes, and a tab for ongoing annual minutes. Most state-board veil-piercing case law turns on whether the minute book was actually maintained.

Bring the formation certificate, CP 575 EIN letter, operating agreement or bylaws, and the banking resolution authorizing signers. Commingling owner funds with the entity is the single most common veil-piercing fact pattern — separate account is non-negotiable.

Start from a clean industry-specific COA template — don't import the QBO default 80-account list. Use classes/locations/tags for departmental tracking instead of new GL accounts. Keep the COA under ~150 accounts; runaway COAs are the leading cause of unusable management reporting.

Link the operating account and credit cards via Plaid or direct feed. Configure Hubdoc, Dext, or Bill.com for AP capture. Set bank-feed rules conservatively — auto-categorization to suspense beats wrong categorization that gets buried.

Define the close-day target (BD+5, BD+10) and assign owners for bank rec, AP cutoff, AR cutoff, payroll accrual, and management reporting. Lock the prior period in QBO/Xero with a close password to prevent retroactive edits.

Due dates and franchise-tax amounts vary by state — Delaware franchise tax for corporations due Mar 1; California Form SI-550 due on the anniversary month. Late filings move the entity to bad-standing status, which blocks loan closings and M&A diligence.

Even single-shareholder corporations need annual meeting minutes — election of directors, ratification of officer acts, approval of compensation. LLCs taxed as partnerships have lighter requirements but should document material decisions (distributions, loans, member admissions) in writing.

Run the license register against expiration dates: city business license, state professional licenses, sales-tax permits, registered-agent contracts. A lapsed registered agent is the most common reason a corporation gets administratively dissolved without the owner noticing.

Pull the prior-year payroll, sales, and property by state. Any state with employees, inventory, offices, or material revenue likely needs foreign qualification (Certificate of Authority). Operating without it usually means back-fees plus a bar on bringing suit in that state's courts.

Partner reviews the compliance binder: annual report confirmations, BOI report, license renewals, meeting minutes, updated cap table. Sign-off becomes the deliverable to the client and the firm's defense if a state authority later challenges good standing.