Where to file LLC for company with internet sales? How to do special allocations?

I just graduated college and will be working full time in NYC starting in June. I am starting a business with a partner based out of DC. I really need help with some questions that seem simple but I haven't been able to figure out.

We will be publishing a set of books and selling them online. The first year will be mostly startup costs (editing, printing etc.). I am putting in my own money (combination of personally guaranteed loans from family, personal savings, and income) of $40000. My partner, while not putting in any money, will be contributing to content and marketing. I have agreed to a 75%/25% equity split. However, I would like to claim 100% losses for tax purposes, seeing that 100% of the investment will come from me. Can anyone advise how I would put this in the operating agreement without the need for a lawyer?

Also, I am struggling trying to figure out where to file this LLC. The first year we will not be selling any product, only creating the product. The second year, we will be selling online and eventually distributing. Since I'll be living in NYC, I first thought to file in NYC, but the fees are high and they have a publishing requirement. Also, My partner and hybrid publisher is in DC. So is it possible to file in a place like Idaho (low filing fee, no state tax, and no annual fee)…or will I have to eventually double or even triple file as a foreign LLC in NYC and DC? I've been reading about what "doing business" means in the different states, and it seems that what we're doing won't qualify since it will be sold on the internet. However, I might store a small amount of inventory in one of those states…because where the fuck else would I put it?! Will this mean I have to file a foreign entity in NYC/DC anyway?

Any help is appreciated!


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