Ok. If we're going to get them, and do it by forming them, then we need to have the following squared away:
(i) we have a member who can walk in to the division of corporations to hand file the formation documents, correct?
If (i) is true, then that member will be the so-called "incorporator" for the corporation and the so-called "Authorized Person" for the LLC and will be signing their real name to the formation documents. Make sure you're ok with your name being on the documents in the Secretary of State's records. It won't lead to anything because for the most part everyone knows that the incorporator is nothing more than an agent - like a paralegal - acting for an undisclosed principal. Also, once the shareholders purchase their shares (usually for no more than the par value, here $0.01 per share), and the directors are appointed, the incorporator's obligations and responsibilities fall away and no liability attaches. If you have any concerns about that, please ask me.
(ii) we have a member who is willing/able to act as the registered agent, correct?
If (ii) is true, then that member needs to provide his name and the Delaware address he will be using to act as registered agent to the member in (i) who will be filing the papers, so that the name and address can be filled in on the formation form at the offices of the division of corporations.
(iii) we will form two entities, (A) the first, a corporation, will be named "Air America, Inc." (that exact spelling), will be authorized to issue up to 1,000 shares of common stock, with a par value of $0.01 per share (that will ensure that the filing fee isn't jacked up by the implied capitalization of the corporation), and will have a registered office and registered agent at the address specified by the member in (ii) above, and using that member's name; and (B) the second, a limited liability company, will be named "Air America, LLC" (that exact spelling), and will have a registered office and a registered agent at the address provided by the local member in (ii) above, using that member's real name.
The two formation documents, which can be downloaded, filled out, and printed and executed beforehand, can be downloaded here:
(x)
Stock Corporation, and
(y)
Limited Liability CompanyThese should be downloaded, filled in, printed, and executed by the member in (i) above who is going to do the actual filing. That member will also have to be ready to pony up the filing fees of $179, and would then be reimbursed by the rest of us for each of our pro-rata shares of those costs.
Once that is done, and the stamped copy of the filed document is returned to the member in (i) above who acts as the incorporator/authorized person, the entities belong to us, and we can then work out the details with a little bit of leisure.
Keep in mind, until shares of stock in the corporation are issued to a shareholder for the corporation, or a valid, binding Operating Agreement is executed by the single member of the LLC, the incorporator/authorized person will technically be the only person with the authority to cause the entities to do anything, and so they will belong to him until such time as we work everything out.
