Limited Liability Company (LLC) - Toad Holdings LLC - Business Incorporation Registration

[ToadKing]

Type of Legal Entity Being Formed: Limited Liability Company (LLC)

Proposed Registered Name of Entity: Toad Holdings LLC

In-Game Company Name: ToadHoldingsLLC

In-Game Name(s) of Incorporator(s)/Formator(s): T04DS74

For Corporations and SPEs: Please attach your signed Certificate of Incorporation and, if applicable, your Bylaws.
For LLCs: Please attach your signed Certificate of Formation and LLC Operating Agreement. File(s) attached

Contact Information: .toadking - Discord

Agreement:

• The submitted documents are complete, final, and have been prepared in accordance with all relevant provisions of the Legal Entity Act (A.P.020).
• I understand that the MoTF will review this filing for compliance and that the entity's legal existence begins only upon the official signature of the formation instrument by the MoTF in a newly created Company Docket.
• I have read and understood the duties, liabilities, and responsibilities associated with the type of entity I am forming.

 

[Nim]

Dear T04DS74,

Thank you for your submission to form "Toad Holdings LLC." We have received your application and attached documents. The 5-day statutory review clock for your filing began upon receipt and is now PAUSED pending the cure of a deficiency identified during our initial Administrative Gate review.

During our statutory review, we identified the following issue that must be cured before we can proceed, as per §5.1 of the Examiner Handbook.

• [DEF-01: Improper LLC Structure] The filing is missing the primary required legal instrument, the "Certificate of Formation." Per §8 of the Legal Entity Act (A.P.020), an LLC is legally formed by filing a Certificate of Formation. The Operating Agreement you provided is a critical secondary document, but it must be contained within or legally linked to a Certificate of Formation.

How to Cure:
You must create and submit a signed Certificate of Formation. This document must include the mandatory items (Name of LLC, Name of Formator(s), Purpose Clause, and LLC Type Declaration).

To include your Operating Agreement, you have two options as described in §5.1 of the handbook:

Option 1: Incorporation by Reference (Recommended)
This is the most common method. You create a separate Certificate of Formation document and add a clause that legally incorporates your existing Operating Agreement.

1. Create a new document titled "Certificate of Formation for Toad Holdings LLC."
2. Include the required information (Name, Formator, Purpose, Type).
3. Add a clause like the one below:
   

   "The rights, powers, duties, liabilities, and obligations of the members and the administration and regulation of the affairs of the company shall be governed by the provisions of the document titled 'Operating Agreement of Toad Holdings LLC,' dated 21 June 2025, which is attached hereto and incorporated by reference into this Certificate of Formation as if fully set forth herein."

4. Sign this new Certificate of Formation.
5. Submit both the new Certificate of Formation and your original Operating Agreement file together.

Option 2: Embedding
With this method, you combine everything into a single document.

1. Create a new document titled "Certificate of Formation for Toad Holdings LLC."
2. Include the required information (Name, Formator, Purpose, Type) at the beginning.
3. Copy the entire text of your Operating Agreement and paste it directly into the Certificate of Formation document.
4. Sign this single, combined document at the end.
5. Submit the one combined file.

Please choose one of these methods and file the corrected, complete, and signed Certificate of Formation within 72 hours. Upon receipt of a compliant document, the review clock will resume.

Regards,

Nimq_
MoTF Secretary – Ministry of Trade & Finance

 

[ToadKing]

Updated Certificate of Formation with embedded Operating Agreement.

 

[Nim]

ACCEPTED

signed,
Nimq_

MoTF Secretary