Raxx · internal docs

internal · gated

MooseQuest LLC — Post-Formation Card Audit

Status: research-only. This document does NOT constitute legal or tax advice. Before filing or acting on any item, consult a PA-admitted business/IP attorney and a CPA licensed in Pennsylvania with S-Corp election and multi-state pass-through experience. Last updated: 2026-05-29 UTC. Sources as of that date — verify freshness before any meeting. Per feedback_human_to_human_drive.md: upload this document to Google Drive before any attorney or CPA meeting.

Context

MooseQuest LLC was formed in Pennsylvania and EIN issued on 2026-05-22 UTC (via Northwest Registered Agent). This audit was triggered by issue #2744 to cross-reference all open cards against the post-formation deadline scorecard from PR #3078 (comprehensive product review, 2026-05-29 UTC).

Formation series closed prior to this audit: #153 (PA LLC formation), #155 (EIN), #151 (attorney consult), #150 (MOOSEQUEST TSDR pull), #159 (trademark strategy), #160 (trademark assignment decision), #158 (business email), #157 (payroll setup), #156 (2553 deferred/reopened as #2742).

Since the 2026-05-25 audit (#2744): #2737 (Operating Agreement) and #2738 (Initial Resolution) have been closed, indicating both documents were downloaded and executed from the Northwest portal.

Audit table — all post-formation cards

Item Card Status as of 2026-05-29 UTC Deadline Operator next action
Operating Agreement #2737 CLOSED — executed from Northwest portal ASAP (no hard date) — DONE None. Verify signed copy is saved offline.
Initial Resolution #2738 CLOSED — reviewed + signed from Northwest portal ASAP (no hard date) — DONE None. Verify signed copy is saved offline.
EIN #155 CLOSED — issued 2026-05-22 UTC via Northwest Done None. Confirm EIN confirmation letter (CP-575) is saved.
FinCEN BOI report #2741 OPEN — status unconfirmed. Northwest may have filed as part of formation service. CTA requires filing within 30 days of formation for entities formed after 2024-01-01. Enforcement has been stayed and restored multiple times in 2025-2026; current status must be verified at https://www.fincen.gov/boi. ~2026-06-21 UTC (30 days from 2026-05-22) — 23 days from today (1) Log in to Northwest portal and confirm whether BOI was filed. (2) If not, check https://www.fincen.gov/boi for current enforcement status. (3) If required and unfiled, file immediately (free via FinCEN portal or via Northwest). Do not assume Northwest filed unless the portal confirms it.
PA fictitious-name (DBA) for "Raxx" #2739 OPEN — not yet filed. PA Title 54 §311 requires entities operating under a name other than their legal name to register with PA DOS. Fee: $70. No newspaper publication required for LLCs. No expiration. Source: https://law.justia.com/codes/pennsylvania/title-54/chapter-3/section-311/ No hard statutory deadline, but operating as "Raxx" pre-filing is technical non-compliance. File before first paying subscriber. File Form DSCB:54-311 via PA Business One-Stop Hub at https://www.paurp.pa.gov/. ~$70 fee. Attorney should confirm sequence (OA executed — DONE; IP assignment preferred first per questions-for-attorney.md A5).
Form 2553 S-Corp election #2742 OPEN — not yet filed. Deferred pending CPA engagement. Formation date 2026-05-22; same-year deadline = 2 months + 15 days = 2026-08-06 UTC. If missed, next window is 2027-03-15 for 2027 tax year. Source: IRS Instructions Form 2553 at https://www.irs.gov/instructions/i2553 2026-08-06 UTC — 69 days from today (hard IRS deadline for 2026 tax-year election) Engage CPA before 2026-07-15 UTC. CPA must run breakeven analysis and decide elect-2026 vs. defer-2027. Form 2553 cannot be filed online — mail or fax only. Full prep in docs/business/llc-post-formation-questions-2026-05-25.md Section 4.
CPA engagement #152 OPEN — CPA not yet engaged. This is the gate for #2742 (S-Corp deadline), CA nexus decision, and PA SaaS sales-tax determination (#2743). Engage by 2026-07-15 UTC to allow 2553 preparation buffer before 2026-08-06 Operator action: find and retain PA-based CPA with S-Corp election + multi-state pass-through experience. Agenda is pre-staged in docs/business/questions-for-cpa.md.
PA SaaS sales tax registration #2743 OPEN — research complete, CPA determination required before filing. PA Act 84 of 2016 taxes SaaS as canned software. PA domestic LLC has nexus from first PA-resident subscriber (domestic nexus, not economic-nexus threshold). Rate: 6% state (7% Allegheny, 8% Philadelphia). Source: https://www.pa.gov/agencies/revenue/resources/tax-types-and-information/sales-use-and-hotel-occupancy-tax/canned-computer-software-digital-goods Before first paying PA subscriber CPA to confirm collection obligation and Stripe Tax setup decision. Operator should not accept paid PA subscribers before this is resolved.
IP assignment (founder → MooseQuest LLC) #154 OPEN — not yet executed. All Raxx source code, brand assets, and domain names were created personally before formation. The LLC does not legally own Raxx until a signed assignment is executed. Identified as Top-3 launch blocker in PR #3078. Adam Schwartz quote was authorized (per memory). No hard statutory deadline, but every day without execution creates a chain-of-title gap affecting bank accounts, trademark filings, contractor IP clauses, and investor diligence. Instruct Matthew Crosby or retained formation counsel to draft a 1-2 page IP assignment covering all pre-formation Raxx IP (codebase, brand, domains raxx.app + getraxx.com, designs) with goodwill-transfer language for trademarks (15 U.S.C. §1060). Effective date: 2026-05-22. Full attorney questions in docs/business/questions-for-attorney.md Section A7-A9.
PA annual report (LLC, $7) (no card — low-risk, not in backlog) Not yet due. PA requires annual reports for LLCs due September 30 of the first full calendar year. First due: 2026-09-30 UTC. Fee: $7. Source: https://www.pa.gov/agencies/dos/programs/business/types-of-filings-and-registrations/annual-reports 2026-09-30 UTC — 124 days from today File via PA Business One-Stop Hub before 2026-09-30. $7 fee. Low-complexity — operator self-files. Add calendar reminder.
Business bank account #2740 OPEN — not yet opened. Depends on executed OA (DONE per #2737) and EIN (DONE per #155). No hard deadline, but pre-revenue best practice; Stripe payouts require a business account. Operator self-executes after CPA advises on account structure. Research comparison in docs/business/llc-post-formation-questions-2026-05-25.md Section 5 (Mercury, Relay, Wise Business, Chase Business).
Trademark (MOOSEQUEST + RAXX filings) #185 OPEN — Matthew Crosby engaged. MOOSEQUEST serial 86072931 abandoned 2015-05-18; fresh filing available. RAXX has §2(d) conflict risk (Ramp Payment Solutions, Reg. 7779396, Class 36). With LLC formed, fresh applications should be filed in MooseQuest LLC's name. IP assignment (#154) should be executed first. No hard deadline, but operating as "Raxx" without registration or coexistence agreement increases common-law exposure monthly. Await Crosby's §2(d) analysis decision for RAXX. Confirm MOOSEQUEST filing readiness. Any fresh filing should be in MooseQuest LLC's name — IP assignment (#154) must be executed first per chain-of-title.
CA foreign-qualification (in state-of-formation.md Scenario B; no standalone card) Not yet filed. Decision: deferred pending CPA nexus confirmation. Operator's CA stays create a potential nexus question under CA Rev. & Tax. Code §23101(b). CA franchise tax minimum: $800/yr. Source: https://www.ftb.ca.gov/file/business/types/limited-liability-company/index.html Before next CA stay involving any Raxx operational work CPA to confirm whether personal-testing-only CA stays constitute "doing business" under CA §23101(b). If nexus confirmed, file CA SOS foreign-qualification ($70) and pay $800 franchise tax for 2026.
PA UTPCPL strict liability posture (documented in PR #3078; no card needed) RESEARCH COMPLETE — no card needed. PA UTPCPL §201-2(4)(xxi) "catch-all" applies strict liability to unfair/deceptive practices. Mitigation: clear refund policy language before paid subscriptions open; attorney review of Terms of Service. Before paid subscriptions open Attorney review of ToS refund language. Currently "case-by-case" language flagged in PR #3078 as needing clarification.

Deadline timeline

Deadline Item Card Days from 2026-05-29
~2026-06-21 UTC FinCEN BOI report — 30-day window from formation #2741 ~23 days — CONFIRM STATUS NOW
2026-07-15 UTC CPA engagement target — buffer before 2553 deadline #152 ~47 days — operator action
2026-08-06 UTC Form 2553 S-Corp election — IRS hard deadline for 2026 tax year #2742 ~69 days — hard deadline
Before first paying PA subscriber PA SaaS sales-tax registration / Stripe Tax decision #2743 Pre-launch blocker
Before launch IP assignment executed (#154) #154 Pre-launch blocker (Top-3 per PR #3078)
2026-09-30 UTC PA LLC annual report ($7) (no card) ~124 days
2027-03-15 UTC Form 2553 deadline for 2027 tax year (if 2026 election deferred) #2742 ~290 days

Top 3 items requiring immediate operator action

1. FinCEN BOI — #2741 (~23 days) Log in to Northwest portal today. Confirm whether BOI was filed as part of the formation service. If not, verify enforcement status at https://www.fincen.gov/boi and file immediately. This is the only item with a hard deadline in the next 30 days.

2. IP assignment — #154 (pre-launch blocker) Matthew Crosby is engaged. The LLC does not own Raxx until this is signed. Unblocks trademark filings, bank account (cleaner), contractor IP clauses, and any future diligence. Instruct Crosby to prioritize this draft.

3. CPA engagement — #152 (target: 2026-07-15 UTC) The 2026-08-06 Form 2553 deadline is 69 days away. A CPA needs approximately 3-4 weeks to produce the S-Corp breakeven memo and prepare Form 2553 for mailing. Engaging by 2026-07-15 provides adequate buffer. Missing 2026-08-06 means waiting until 2027-03-15 for the next same-year-effective election window.

Research sources

  1. IRS — Instructions for Form 2553 (S-Corp election deadline): https://www.irs.gov/instructions/i2553

  2. IRS — About Form 2553: https://www.irs.gov/forms-pubs/about-form-2553

  3. PA Title 54, Chapter 3, Section 311 (Fictitious Names Act): https://law.justia.com/codes/pennsylvania/title-54/chapter-3/section-311/

  4. PA Department of State — Annual reports (LLC, $7, due Sept 30): https://www.pa.gov/agencies/dos/programs/business/types-of-filings-and-registrations/annual-reports

  5. PA Department of Revenue — SaaS taxability (canned computer software / digital goods): https://www.pa.gov/agencies/revenue/resources/tax-types-and-information/sales-use-and-hotel-occupancy-tax/canned-computer-software-digital-goods

  6. CA FTB — LLC franchise tax ($800 minimum, foreign-qualified LLCs): https://www.ftb.ca.gov/file/business/types/limited-liability-company/index.html

  7. FinCEN — BOI reporting (current enforcement status — verify at time of filing): https://www.fincen.gov/boi

  8. USPTO TSDR — MOOSEQUEST serial 86072931 (abandoned 2015-05-18): https://tsdr.uspto.gov/#caseNumber=86072931

  9. USPTO TSDR — Ramp Payment Solutions Reg. 7779396 (RAXX §2(d) conflict): https://tsdr.uspto.gov/#caseNumber=7779396

  10. 15 U.S.C. §1060 — goodwill requirement for trademark assignment: https://www.law.cornell.edu/uscode/text/15/1060

  11. PR #3078 — BLR comprehensive product review 2026-05-29 (legal scorecard sections 3A-3E): https://github.com/raxx-app/TradeMasterAPI/pull/3078

  12. Full prep document (attorney + CPA agendas): docs/business/llc-post-formation-questions-2026-05-25.md

Before acting on any item in this document, consult a PA-admitted business/IP attorney (FinCEN BOI, IP assignment, PA DBA, trademark sequencing) and a CPA experienced with PA LLCs and S-Corp elections (Form 2553, PA SaaS sales tax, CA nexus). This document is preparation and audit material only.

Closes issue #2744. Other cards (#2741, #2742, #2739, #2743, #154, #152, #185, #2740) remain open until each operator-action is completed.