formation-document-draft

slug	formation-doc-draft
name	Formation Document Draft
description	Draft incorporation, bylaws, or foreign-qualification documents from a formation intake brief.
version	0.1.0
metadata	{"sources":[{"mode":"port-original","author":"ClaudeCoder","added_in":"0.1.0"}]}

Formation Document Draft

Port-original skill. Hand-authored for Legal & Contracts. Owned by board-consent-drafter.

When to fire

A founder is forming a new entity, or an existing entity is qualifying to do business in a new state. Brief usually includes: entity name, state of formation / qualification, entity type (C-corp / LLC / S-corp), founders + initial allocations, registered-agent details.

Inputs

Required: entity name (with backup if name is unavailable), state, entity type, registered agent, authorized share count (for corps) or member list (for LLCs), initial officers / directors. Optional: par value, share class structure (common / preferred reserved), 83(b) election timeline for founders, foreign-qualification states.

Outputs

A draft formation packet appropriate to the brief:

• C-corp incorporation: Certificate of Incorporation, bylaws, action of incorporator (first board appointment), initial board consent (officer appointment, banking resolution, equity-plan adoption stub).
• LLC formation: Certificate of Formation / Articles of Organization, Operating Agreement, member action / consent.
• Foreign qualification: Application for Authority (state-specific name varies), certificate of good standing reference, registered-agent appointment.

Plus a transmittal note for the attorney owner.

How to draft

1. Identify the state and entity type. Pull the firm's template for that combination (if it exists) or fall back to conservative-defaults Delaware C-corp or California LLC starter.
2. Verify entity name availability is the requester's concern (the agent does not file with the secretary of state, but flags the name-availability check as a precondition in the transmittal note).
3. Insert the founders / initial members / authorized shares as specified in the brief.
4. For C-corps, include an authorized-shares structure that leaves room for a future preferred-stock financing (e.g., 10M common + 2M-3M reserved as "blank check" preferred subject to attorney guidance).
5. For LLCs, the Operating Agreement is jurisdiction-sensitive — flag for attorney review at every multi-jurisdiction term.

Conservative drafting defaults (Delaware C-corp)

• Authorized shares: 10,000,000 common ($0.0001 par); preferred designation reserved for future board action.
• Initial board: one director (founder), with bylaws permitting expansion by board action.
• Officers: standard CEO + Secretary + Treasurer; may be a single person.
• Indemnification: broadest permissible under DGCL §145.
• Fiscal year: December 31, subject to founder preference.
• 83(b) reminder: founders receiving restricted stock have 30 days from grant to file 83(b); flag in transmittal note as a critical deadline.

Boundaries

• No legal advice; especially no advice on entity-type selection (C vs S vs LLC vs partnership) — that's a tax + attorney call.

• No filing. The agent drafts; the attorney or formation-filing service files.

• Multi-state and tax-impact decisions (e.g., should the founder file in DE or CA?) escalate via escalation-routing.

• UPL line. This skill is designed against the unauthorized-practice-of-law line. Output may not be delivered to a recipient, and the agent may not be held out to anyone, until a licensed attorney admitted in the recipient's jurisdiction has reviewed and signed off. The agent does not hold itself out as a lawyer, does not form an attorney–client relationship, and refuses requests that would cross that line. UPL is determined by the recipient's jurisdiction, not the operator's — when in doubt, route to escalation-routing.

Output protocol

Write the packet to <work-item>/formation-packet/. Post the transmittal note naming each draft document and the attorney who needs to sign off.