Example Conversation

You: I just formed Blue Ridge Ops LLC in Delaware. It’s only me, but the bank wants an operating agreement. Can you make it simple and legitimate?

Agent: Yes. I’ll prepare a single-member Delaware LLC package with a short term sheet and operating-agreement.md. I’ll include sole-member authority, capital contribution, tax classification, separateness covenants, transfers/succession, dissolution, and Delaware review notes.

You: I may elect S-corp tax treatment later. Should that go in?

Agent: I’ll note the current default tax assumption and add an S-corp election review flag for your CPA. I won’t draft tax advice as final, but the agreement can preserve authority to make tax elections.

Agent: After drafting, I’ll run validate_entity_governance_document and resolve any missing governance clauses or placeholders before delivery.

Sample Output Excerpt

A draft package begins with a business-term summary before the agreement text.

Term Sheet — Blue Ridge Ops LLC

Entity and Ownership

• Entity: Blue Ridge Ops LLC, a Delaware limited liability company
• Member: [Founder Name], 100% membership interest
• Management: Sole member-managed unless a written manager appointment is later approved
• Tax assumption: disregarded entity for federal income tax purposes unless a valid election is made

Operating Agreement Drafting Notes

• Include authority for the sole member to open bank accounts, sign contracts, hire advisors, and make tax elections
• Include separateness covenants: separate books, no commingling, adequate capitalization, and company-name usage
• Include transfer and succession provisions for death, incapacity, estate planning transfers, and admission of a successor member
• Add CPA review flag for any S-corp election and attorney review for Delaware enforceability

Extension Tools

validate_entity_governance_document checks LLC operating agreements, shareholder agreements, buy-sell agreements, founders’ agreements, and term sheets for core drafting completeness.

The validation looks for:

• Common elements such as parties, entity identity, governing law, amendment mechanics, dispute resolution, and professional review caveats
• Document-specific elements such as management model, capital contributions, transfer restrictions, drag/tag rights, buy-sell triggers, valuation, insurance funding, vesting, IP assignment, and departure buybacks
• Unresolved bracketed placeholders and TBD/TODO markers

The tool is an advisory completeness screen. Final state-law, tax, securities, estate-planning, and restrictive-covenant questions still need qualified professional review.

Getting Started

Gather the basic formation facts before starting:

1. Entity type and formation state
2. Owner/founder names, roles, and ownership percentages or units/shares
3. Management model: single-member, member-managed, manager-managed, or board-led corporation
4. Capital contributions, future funding plans, and any fundraising or equity issuance plans
5. Desired transfer restrictions, buy-sell triggers, valuation method, and deadlock process
6. Any pre-existing IP, confidentiality needs, tax election plans, insurance funding, or existing bylaws/certificates

If you are unsure which document you need, start with a short description of the owners, entity status, and business goal; the skill will route the matter to the right agreement package.