Bizee vs. Doola for an M&A Advisory Firm

A minute book is the running record of an entity's major decisions: resolutions approving new partners, distributions, major contracts, and anything a shareholder or member vote covers under your operating agreement or bylaws. Advisory firms that form as multi-member LLCs or corporations, rather than a straightforward single-owner setup, often skip this because there's no outside investor forcing the discipline the way a funded startup has. Before your next pitch to a target company, do the exercise you'd run on them: could you produce a current minute book, an accurate cap table, and signed resolutions for every major decision the firm has made in the last two years? This exercise matters even more for a firm actively marketing its own diligence rigor to clients, since a prospective client's own attorney may eventually ask the same question informally.

A diligence-ready record set for your own firm includes:

• Signed resolutions approving new partners, distributions, and major contracts, so decisions are documented rather than remembered.
• Board or member resolutions approving large client engagements, since a diligence request can ask for them by size.
• A current cap table showing who holds what stake in the advisory firm itself.
• A current officer list plus a copy of your operating agreement or bylaws, kept where you can find them quickly.

If your advisory practice is US-based, single-state, and structured simply, a couple of partners, no outside investors, Bizee's flat formation fee plus the state's own filing charge, which averages $132 nationally¹, gets the entity filed cheaply, with the first year of registered agent service included. It's a formation and compliance-reminder tool, not a governance platform, so the minute book and resolution discipline are still yours to build and maintain.

Growth strategy and M&A advisory work increasingly involves cross-border deals and advisors based outside the US. If a partner in your firm is a non-US resident, Doola's EIN process without a Social Security number and its remote US business banking solve a real formation problem Bizee doesn't handle directly. Its bundled bookkeeping is also useful for a firm managing success-fee income that lands unevenly across the year rather than steady monthly retainers. A firm's international deal flow doesn't by itself require Doola; the deciding factor is still whether a partner's own residency status blocks the standard EIN and banking process.

Advisors who receive transaction-based compensation, a success fee tied to a deal closing, for helping arrange the sale of a business can run into federal and state broker-dealer registration requirements, since that compensation structure is one of the classic triggers securities regulators look at. The SEC has issued no-action relief that lets many M&A brokers avoid full broker-dealer registration under specific conditions, but qualifying for it depends on deal size, who you're representing, and how the transaction is structured. This is squarely a question for a securities attorney before you sign your first success-fee engagement letter, not something either formation platform touches. Some states also layer their own broker-dealer or finder registration requirements on top of federal rules, so a multi-state advisory practice may need to clear more than one bar.

An advisory firm working a sell-side mandate for one client while simultaneously advising a different client on acquisitions in the same industry has to manage a real conflict, since confidential information about the seller's valuation expectations or deal process could inadvertently benefit the buyer engagement. Build a formal conflict check into intake for every new mandate: does this deal touch a company, an industry, or a counterparty connected to a current or recent engagement? Document the answer and any information wall you put in place, rather than relying on memory once the firm is running several mandates at once. A written conflict policy, reviewed with every partner annually, does more to protect the firm than relying on any one person's memory of who's currently engaged where.

A two-partner growth strategy firm was approached by a private equity group about a potential minority investment in the advisory business itself, an increasingly common move as PE firms build out platforms of specialist advisors. The PE group's diligence request asked for board resolutions approving major client engagements over a certain size, a current cap table, and a copy of the operating agreement. The firm had none of the three in organized form: decisions had been made over email, and the operating agreement was the original template from formation five years earlier, unamended despite two ownership changes since. The investment conversation stalled for six weeks while the firm reconstructed its own records, the exact delay its own diligence process would have flagged in a client.