Corporate Law Client Intake: Document Checklist for Business Formation

Corporate client intake determines whether you can represent the client, what entity structure to recommend, and how to protect their interests from day one. Unlike litigation where you react to existing facts, corporate matters require you to build the legal framework — and that starts with collecting the right formation, governance, and compliance documents.

This checklist covers every document corporate attorneys need during client intake — from entity formation and Beneficial Ownership Information (BOI) filings to governance documents and regulatory compliance.

Initial Engagement Documents

Before any substantive work begins, establish the representation and conduct your due diligence.

• Signed engagement letter — Defines scope (formation only, ongoing corporate counsel, or transactional), fees (flat fee, hourly, or retainer), and responsibilities. Corporate engagements often expand in scope — define boundaries clearly.
• Conflict of interest check authorization — Screen all principals, affiliated entities, and known adverse parties. Corporate conflicts can be complex when owners have interests in multiple entities.
• Client identification documents — Government-issued photo ID for each principal. For existing entities, also collect the EIN and state registration documents.
• Engagement questionnaire — Business description, industry, revenue range, number of employees, and jurisdictions of operation. This informs entity type recommendations and compliance obligations.

Entity Formation Documents

If you're forming a new entity, collect the following information and decisions from the client before filing:

• Proposed entity name (with alternatives) — Check name availability with the Secretary of State. Have 2-3 backup names ready.
• Entity type selection documentation — Memo or worksheet documenting why you recommended LLC, S-Corp, C-Corp, or partnership. This protects against future claims of inadequate counsel.
• Registered agent designation — Name and address of the registered agent in each state of formation and qualification.
• Articles of Incorporation or Organization — Drafted by your office, but requires client input on authorized shares (corporations), member/manager structure (LLCs), and purpose clauses.
• Ownership structure documentation — Percentage ownership for each member or shareholder. For multi-member LLCs, document capital contributions and profit/loss allocation.
• EIN application (IRS Form SS-4) — Apply for the Employer Identification Number immediately after formation. The entity needs this for bank accounts, tax filings, and hiring.
• State tax registration forms — Sales tax permits, state employer registration, and any industry-specific state filings.

Governance Documents

• Operating agreement (LLCs) — Covers management structure, voting rights, capital accounts, distributions, transfer restrictions, buyout provisions, and dissolution procedures. Even single-member LLCs should have one to preserve the liability shield.
• Bylaws (corporations) — Governs board meetings, officer appointments, stock issuance procedures, and amendment processes.
• Shareholder agreement — Buy-sell provisions, drag-along/tag-along rights, right of first refusal, anti-dilution protections, and dispute resolution.
• Initial board resolutions — Authorizing bank accounts, appointing officers, adopting bylaws, issuing stock, and approving the fiscal year.
• Stock certificates or membership interest certificates — Documenting initial ownership. Maintain a cap table or membership ledger from day one.
• Consent forms and written actions in lieu of meetings — For organizational actions taken without a formal board meeting.

Beneficial Ownership Information (BOI) Filing

Since January 2024, the Corporate Transparency Act requires most U.S. entities to file Beneficial Ownership Information with FinCEN. Missing this filing can result in fines of $591 per day.

• Beneficial owner identification — Full legal name, date of birth, address, and government-issued ID for every individual who owns 25% or more of the entity or exercises substantial control.
• Company applicant information — The person who filed the formation documents and the person who directed the filing (often the attorney).
• FinCEN Identifier — If any beneficial owner already has a FinCEN ID from a prior filing, collect it to streamline the report.
• Filing deadline documentation — Entities formed after January 1, 2024, must file within 90 days of formation. Existing entities had until January 1, 2025. Document compliance dates in the client file.

Financial and Tax Documents

• IRS entity classification election (Form 8832) — If the entity is electing a tax classification different from the default (e.g., LLC electing to be taxed as an S-Corp).
• S-Corp election (Form 2553) — Must be filed within 75 days of formation or by March 15 for existing entities. Late elections require reasonable cause documentation.
• Bank account opening documentation — Corporate resolution authorizing signatories, EIN letter, and formation documents. Most banks also require beneficial ownership certification.
• Accounting method documentation — Cash vs. accrual, fiscal year selection, and any special tax elections.
• Initial capitalization records — Document all capital contributions (cash, property, services) with valuations and issuance receipts.

Regulatory and Compliance Documents

• Industry-specific licenses and permits — Identify required federal, state, and local licenses. Many industries (healthcare, finance, food service, cannabis) have licensing requirements that affect entity structure.
• Professional licensing compliance — For professional corporations (PCs) or professional LLCs (PLLCs), verify that all owners hold required professional licenses.
• Securities compliance documentation — If the entity is issuing equity to investors, document the applicable exemption (Regulation D, Rule 506(b), Rule 506(c), Regulation A, etc.).
• Employment agreements and offer letters — Draft or review agreements for key employees, including non-competes, IP assignment, and confidentiality provisions.
• Intellectual property inventory — Trademarks, patents, copyrights, and trade secrets that need protection or assignment to the new entity.

For Existing Entity Intake (Not Formation)

When a client brings an existing entity for new representation, collect everything above plus:

• Certificate of Good Standing — From the Secretary of State, confirming the entity is active and in compliance.
• Prior minutes and resolutions — Board meeting minutes, written consents, and any amendments to governing documents.
• Current cap table or membership ledger — Accurate ownership percentages as of the intake date.
• Existing contracts and agreements — Leases, vendor agreements, customer contracts, and any pending litigation or disputes.
• Annual report filing history — Confirm all state annual reports are filed and current.
• Tax returns (last 2-3 years) — Federal and state returns to understand the entity's financial position and any outstanding tax issues.

How to Streamline Corporate Client Intake

Use a structured intake questionnaire

One discovery call won't capture everything. Send a detailed questionnaire covering business description, ownership, industry, employees, revenue, and goals. Review the responses before the initial meeting so you can focus on strategy, not data collection.

Collect documents through a secure portal

Corporate intake involves sensitive documents — IDs, tax returns, ownership records, and financial statements. A secure document collection platform gives each client a private upload link, tracks what's been received, and sends reminders for outstanding items.

Create entity-type templates

Build separate document checklists for LLC formations, corporation formations, and existing entity intake. This prevents sending a 30-item checklist to a simple single-member LLC when only 15 items apply.

Frequently Asked Questions

What documents does a corporate attorney need from new clients?

For entity formation: government-issued ID for all principals, ownership structure details, proposed entity name, registered agent information, and initial capitalization records. For existing entities, also collect current governing documents (operating agreement or bylaws), Certificate of Good Standing, cap table, existing contracts, and recent tax returns.

What is the Beneficial Ownership Information (BOI) filing requirement?

The Corporate Transparency Act requires most U.S. entities to report their beneficial owners to FinCEN. Beneficial owners are individuals who own 25% or more of the entity or exercise substantial control. New entities must file within 90 days of formation. Non-compliance costs $591 per day.

Should I form an LLC or a corporation?

It depends on the client's goals. LLCs offer flexible management and pass-through taxation. Corporations are better for raising outside investment (especially C-Corps for venture capital) or providing employee stock options. S-Corps can reduce self-employment taxes for profitable owner-operators. Document the analysis and recommendation in the client file.

How long does corporate entity formation take?

State filing processing times vary from 1 business day (Delaware, Wyoming online filing) to 4-6 weeks (New York, California without expedited processing). Most states offer expedited processing for an additional fee. After formation, allow 1-2 weeks for EIN application, bank account opening, and initial governance document execution.

What ongoing compliance does a new entity need?

Annual requirements typically include state annual report filings, registered agent maintenance, BOI report updates (within 30 days of ownership changes), federal and state tax returns, and maintaining corporate formalities (annual meetings, meeting minutes, updated records). Use our free checklist tool to track all required documents.