Lawyer Protocol for
Creating Limited Liability Company

Step One:  Educate yourself
CLICK HERE for instructions on how to convert an existing corporation into an LLC

Step Two - Choice of Entity: 
  • Unless the client told the student-lawyer that he or she hopes and expects to attract investors the Clinic will routinely recommend creation of an LLC as opposed to a corporation.  Review ""Why Select an LLC over a Corporation".  (referenced above in the previous section).

Step Three - Overview of the LLC Creation Process
  • Two documents are needed to create an LLC.  "Articles of Organization" (a simple document filed with the State) and an "Operating Agreement".

    • Often, before clients come to the Clinic, they will go on-line and create the Articles of Organization on their own without the advice of a lawyer.  In such case the Clinic's services might involve only creation and delivery of the Operating Agreement

  • The Clinic normally does not provide clients with a paper version of the Articles of Organization.  Instead, the Clinic instructs clients to go to the the State's on-line application page to create the Articles of Organization on their own.  The Clinic gives such clients a link to a webpage that has easy to understand step by step instructions for doing that

  • If the client wants to use a corporate services company as its registered agent (and optionally as its mailing address) the Clinic will prepare a paper version of the Articles of Organization (so that it can be mailed to the corporate services provider for signature).  There are a number of services to choose from.  An example of one such provider is Sunshine Corporate Filings based in Tampa.  If the client chooses this option the student lawyer would normally communicate with the service provider directly on behalf of the client.

Step Four - Information Request
  • When BOTH an Operating Agreement AND Articles of Organization are BOTH needed: Send an email to the client requesting the needed information. CLICK HERE for the email template

    • CLICK HERE for the DOCX questionaire that you must attached to the above mentioned email

    • After the client responds check sunbiz.org to make sure the name chosen for the entity is available

  • When ONLY an Operating Agreement is needed: Send an email to the client requesting the information.  CLICK HERE for the email template

    • CLICK HERE for the DOCX questionnaire that you must attached to the above mentioned email

Step Five - prepare the Operating Agreement
  • The client will either want a single member LLC or an LLC with multiple members.

  • CLICK HERE to download a compressed "zip" file containing the various templates for Operating Agreements.  Discuss with your supervisor which template is most appropriate.

Step Six - Deliver of LLC Documents
  • BOTH ARTICLES OF ORGANIZATION & OPERATING AGREEMENT:  Deliver instructions on creating the Articles of Organization (on-line) and the completed Operating Agreement to the client (as an email attachment) - use THIS TEMPLATE for the email text.

    • The Clinic no longer mails a paper version of the Articles of Organization to the Client along with filing instructions.  Instead an email is sent giving instructions on how to create and file the document on-line using a credit card through the State's sunbiz.org website.

    • NOTE - a different procedure is used if the client indicates in his or her response to the information request email that he or she wants to retain a corporate service provider as the registered agent (consult with your supervisor).

  • OPERATING AGREEMENT ONLY:  Deliver the completed Operating Agreement to the client as an email attachment - use THIS TEMPLATE for the email text.