What legal formation documents do I need to complete in order to launch my Small OPO?

In order to confirm that your company is legitimate, in good standing, and authorized to conduct a Regulation Crowdfunding offering, we request the following documents during the on-boarding process.

If you have not incorporated, or need additional formation documents such as ByLaws, Clerky is a great resource. They are fast and cost efficient!

For Corporations:

    • Articles/Certificate of Incorporation - Your Articles/Certificate of Incorporation should note that you have enough shares, have created the class of stock you plan to offer, and have been filed with the Secretary of State in which the company is incorporated. An amendment may be needed to reflect these requirements.
    • ByLaws - Your board resolutions must be consistent with the Bylaws. Also, the Bylaws cannot require that your company provide a Stock Certificate (the paper certificate that states who owns shares in the company). If this is the case for your company, then the you need to amend the Bylaws to permit the issuance of non-certified securities. Because the company is engaging transfer agents who do everything online and are able to deal with 3,000 new shareholders, the company's Bylaws must allow them to issue non-certified securities or issue shares in "book entry" (i.e., paperless) form. An amendment may be needed to reflect these requirements. You may also need board consent to approve the amendment to the bylaws and the issuance of uncertified securities.
    • Board resolution to authorize Reg CF offering - You need a board resolution approving the Regulation Crowdfunding offering.
    • Certificate of Good Standing - A company in good standing is a status assigned by the Secretary of State that verifies that your corporation or LLC is real and valid and has paid all its taxes in the state it is incorporated up to the current date. The Certificate of Good Standing can be obtained through the Secretary of State website. Some states require a small fee to obtain a Certificate.

For LLCs:

  • Operating Agreement - Your operating agreement must state the the company is managed by a board of managers, not members. This must also discuss the classes of units and say how many authorized units you have to issue. Since LLCs issue "membership certificates" when they issue membership units, if your company requires membership certificates, as provided in its Operating Agreement, then you may need to amend the Operating Agreement to reflect the change.
  • Board resolution to authorize Reg CF offering - You need a board resolution approving the Regulation Crowdfunding offering.
  • Certificate of Good Standing - A company in good standing is a status assigned by the Secretary of State that verifies that your corporation or LLC is real and valid and has paid all its taxes in the state it is incorporated up to the current date. The Certificate of Good Standing can be obtained through the Secretary of State website. Some states require a small fee to obtain a Certificate.

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