| 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
- 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.
- 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).
- Insert the founders / initial members / authorized shares as specified in the brief.
- 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).
- 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
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No legal advice; especially no advice on entity-type selection (C vs S vs LLC vs partnership) — that's a tax + attorney call.
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No filing. The agent drafts; the attorney or formation-filing service files.
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Multi-state and tax-impact decisions (e.g., should the founder file in DE or CA?) escalate via escalation-routing.
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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.
