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California al Company Reports (mandatory) Change of Address of Registered Agent (mandatory) Articles of Dissolution (mandatory, if applicable) Any other required state forms list ­ California Application for Reservation of Limited Liability Company Name (if desired) Articles of Organization (mandatory) Amendments to Articles of Organization (mandatory, if applicable) Annulicensing, unemployment, and workers compensation requirements Check insurance requirements Prepare company accounting ledgers Prepare company record book (looseleaf binder) LLC Document Filing Checkof Organization Prepare Operating Agreement If desired, have attorney review Articles of Organization prior to filing Review tax impact of organization with an accountant Check state tax, employment, ted liability company office for information Complete Pre-Organization Worksheet Check annual fees and filing requirements Reserve company name, if desired, by filing with the state. Prepare Articles ________________________ ______________________________________________________________________________ LLC Pre-Organization Worksheet 4 LLC Pre-Organization Checklist ­ California Write state limirganization (majority/%/unanimous?): _______________________ ______________________________________________________________________________ Amendments to Operating Agreement (majority/%/unanimous?): _______ New members: _________________________________________________________________ Termination of limited liability company: ____________________________________________ Amendments to Articles of O___________________________________________ Expulsion of members: __________________________________________________________ Insurance needs: ______________________________________________________________________________________ Salary ________________________________________ ________________________________________ ________________________________________ Transfer of membership interests: ___________________ Loans to members: _____________________________________________________________ Salaries of members: Name ___________________________________ ___________________________________ _______________ Accounting type (cash or accrual?): ________________________________________________ Financial authority : Name ___________________________________ Authority to Do _______________________________________________ Time _____________ Required vote for members actions: (majority/%/unanimous?): __________________________ Fiscal Year: ___________________________________________________________ Worksheet 3 Company Operating Agreement Required quorum for members meetings: ____________________________________________ Annual members meeting: Place ______________________________________ Date ______ Cost of organization: ____________________________________________________________ Is qualification in other states necessary? ____________________________________________ LLC Pre-Organization____________________________________ Proposed date of first members meeting: ____________________________________________ Proposed bank for company bank account: _____________________________________roportionate Share of Profits and Losses ________________________________________________ ________________________________________________ ________________________________________________ ____________ment of the company: Name __________________________________________ __________________________________________ __________________________________________ __________________________________________ P___________ ________________________________________________ Distribution and retention of profits and losses: _______________________________________ Initial indebtedness: $ _________________ Manage_____________________ Proportionate Share of Profits and Losses ________________________________________________ ________________________________________________ __________________________________________ Members' share of profits and losses: Name __________________________________________ __________________________________________ __________________________________________ _____________________ _________________ _________________ _________________ _________________ _________________ Value _________________ _________________ _________________ _________________ _________________ ___________________________________ _____________________________________ _____________________________________ _____________________________________ _____________________________________ Value _______________________________ _____________________________________ _____________________________________ ________________ ________________ Cash/Property/Services _____________________________________ _______________________________ ____________________ Cash/Property/Services _____________________________________ _____________________________________ _____________________________________ ________________________ ____________________ ____________________ ____________________ Additional contributions: $ Date when due: Name ____________________ ____________________ ____________________ ____________________ _______________________ Initial investment total: $ ________________ Date when due: ________________ LLC Pre-Organization Worksheet 2 Name ____________________ ____________________ _______________________________ _________________ _________________ Limited liability company's registered agent and office address: __________________________ ______________________________________________________________________________ _____________________________________ _____________________________________ _____________________________________ Phone _________________ _________________ _________________ ___________________ ____________________ ____________________ ____________________ ____________________ Address _____________________________________ _____________________________________ __________________________ ___________________________________________ Number of proposed members: ____________________________________________________ Proposed members of the company: Name ____________________ ______izers: Name Address _________________________________ ___________________________________________ _________________________________ ___________________________________________ ________________________mited or perpetual?): __________________________________________ Proposed date to begin company business: ___________________________________________ Names and addresses of those who will act as organ______________________________________ Patents/copyrights/trademarks: ____________________________________________________ Organization Matters State of organization: California Company existence (liimited liability company: _______________________________________________ ______________________________________________________________________________ State/local licenses required: _______________________________________________________________________ ______________________________________________________________________________ LLC Pre-Organization Worksheet 1 Type of Business Purpose of l_____________ ______________________________________________________________________________ Other places of business: _________________________________________________________ _______________________ ___________________________________________ ______________________________________________________________________________ Ownership of principal place of business (own or lease?): __________________f principal place of business: ______________________________________________ ______________________________________________________________________________ Description of principal place of business: Phone __________________________ __________________________ __________________________ __________________________ __________________________ __________________________ Location of Business Address o__________________ _______________________ Address ________________________ ________________________ ________________________ ________________________ ________________________ __________________________________________________________ Parties Involved in Forming the Limited Liability Company Name _______________________ _______________________ _______________________ _______________________ _____ice: ___________________________________________________________________ Alternate choices: _______________________________________________________________ ____________________________________________ss of State Limited Liability Company Department: California Secretary of State Limited Liability Company Unit Box 944228 Sacramento, CA 94244 Proposed Name of the Limited Liability Company First choe the determination of how the limited liability company will amend its Operating Agreement. Instructions for LLC Pre-Organization Worksheet 4 LLC Pre-Organization Worksheet ­ California Name/Addre Amendments to Articles of Organization: Here should be the determination of how the limited liability company will amend the Articles of Organization. Amendments to Operating Agreement: Here should bentry. Termination of limited liability company: How will the company end? Here list any considerations relating to the dissolution of the limited liability company that you may wish to be considered.need for the members or the company to provide the members with life and/or disability insurance. New members: Will new members be allowed in the company? Here note the terms and conditions for their for the removal of members. Insurance: Under this heading, consider the types of insurance that you will need, ranging from general casualty to various business liability policies. Also consider the any to third parties. This may range from "not at all" to "freely" or may be unanimous or majority consent of the other members. Expulsion of members: Here you should consider the terms and conditionsny. Transfer of membership interests: Under this listing, a decision should be noted as to whether and how members are to be allowed to transfer their ownership interests in the limited liability compe if you wish the company to have the ability to make loans directly to its members. Salaries to members: Here you should decide if the members will earn a salary for their work on behalf of the compa Here list the authority of each proposed member to sign checks, borrow money in the company name, or sign documents in the name of the limited liability company. Loans to members: In this item, decidccrual) of the limited liability company should be chosen in advance. Please consult with a competent accounting professional. Instructions for LLC Pre-Organization Worksheet 3 Financial authority:(more than 50 percent), although this figure can be set higher and can be made to be unanimous. Fiscal year and accounting type: For accounting purposes, the fiscal year and accounting type (cash or ang, this is the percentage of ownership shares of the limited liability company that must vote in the affirmative in order to officially pass any member business. This is normally set at a "majority" nual members meeting: The date, time, and place of the annual members meeting should be specified. Required vote for member action: Once it is determined that a quorum of members is present at a meetiy that must be represented at a members meeting in order to officially transact any company business. This is normally set at a "majority" (over 50 percent), although this figure can be set higher. Anfy for activities in another state, you are advised to consult a competent business attorney. Required quorum for members: This is the percentage of ownership of shares in the limited liability compans from the other state. In this context, a limited liability company from another state is referred to as a "foreign" limited liability company. If you desire that your limited liability company qualite other that the main state of organization, it is necessary to "qualify" the limited liability company in that state. This generally requires obtaining a Certificate of Authority to Transact Busines of procuring the necessary supplies; and any other direct costs of the organization process. Out-of-state qualification: If the limited liability company desires to actively conduct business in a sta $70. (Please note that an exact fee schedule is available at the web address listed above). This cost should also reflect the cost of obtaining professional assistance (legal or accounting); the costcounts. Obtain from the bank the necessary bank resolution form, which will be signed by the members at the first members meeting. Cost of organization: The state fee for organization in California is, at which the company Operating Agreement will be officially adopted Proposed bank for company bank account: In advance of organization, you should determine the bank which will handle the company ac, note the decision here. Also note who will actually comprise the management of the company. Date of first members meeting: This will be the date proposed for holding the first meeting of the memberstain a portion of the profits for reinvestment, note that here. Management of the limited liability company: If the business is to be managed by members only, or members and managers, or managers only for LLC Pre-Organization Worksheet 2 Distribution of profits and losses: Here decide how the limited liability company will distribute its profits and losses to each partner. If the company will re proportions the profits and losses of the business will be distributed to the members. This may, but need not, be based on the amount of the contributions of the members to the company. Instructionsindebtedness: If there is to be any initial indebtedness for the limited liability company, please list it here. Share of profits and losses: Under this heading is noted how the members decide in whattes on which the contributions are to be made. Additional contributions by members: If there are to be planned additional member contributions of money, services, or property, list them here. Initial ability company upon its beginning business. This transfer will be in exchange for ownership interests in the limited liability company. This is also referred to as "paid-in capital." List also the dar the attorney of the limited liability company is selected as the registered agent. Initial Investment: This figure is the total amount of money or property that will be transferred to the limited liubpoenas or summons on behalf of the limited liability company). The person need not be a member of the limited liability company. The registered agent need not be a lawyer. Normally, the main owner oregistered agent of the limited liability company. All states require that a specific person be available as the agent of the limited liability company for the service of process (that is: to accept sddresses be stated in the Articles of Organization. Limited liability company's registered agent and address: Here you should list the name and actual street address of the person who will act as the n single entity limited liability companies. Proposed members: Here you should list the names and addresses of the proposed members of the company. In California, it is required that these names and ahat allows for a single entity limited liability company under limited circumstances involving a single trust with two or more owners. Please see the Secretary of State's website for further details ombers: In California, the minimum number of members for a limited liability company is two. Members may be natural persons or business entities. Note that there is a provision in the California Code tganizers: This should be the person (or persons) who will prepare and file the Articles of Organization. In California, organizers need not be a natural person, nor need they be a member. Number of mees the Articles of Organization), the organizers of your limited liability company will continue to be legally liable for any business conducted on behalf of the proposed limited liability company. Orposed date to begin company business: This should be the date on which you expect the limited liability company to begin its legal existence. Until this date (actually, until the state formally approvompany existence: The choices here are perpetual (forever) or limited to a certain length. In virtually all cases, you should choose perpetual. Instructions for LLC Pre-Organization Worksheet 1 Proed into the limited liability company, they should be noted here. State of organization: In general, the limited liability company should be organized in the state in which it will conduct business. C local attorney for details regarding the types of licenses required for your locality and business type. Patents/copyrights/trademarks: If patents, copyrights, or trademarks will need to be transferrlimited liability companies. Additionally, certain types of businesses will require health department approvals, state board licensing, or other forms of licenses. If necessary, check with a competentequirements for licenses to operate your type of business. Most states require obtaining a tax ID number and a retail, wholesale, or sales tax license. A Federal tax ID number must be obtained by all pose" business purpose clause in describing the main activity of the business; for example, "to conduct any and all lawful business." State/local licenses required: Here you should note any specific ray not be a post office box. If the limited liability company is homebased, this address should be the home address. Purpose of limited liability company: All states provide for the use of an "all-purof the people who are involved in the planning stages of the limited liability company. Principal place of business: This must be the address of the actual physical location of the main business. It mllowing or their abbreviations: "bank," "insurance," "trust," "corporation," "incorporated," or "trustee." Parties involved: This listing should provide the names, addresses, and phone numbers of all rds "Limited Liability Company" or the abbreviation "LLC." The word "Limited" may be abbreviated as "Ltd." The word "Company" may be abbreviated as "Co." The company name may not contain any of the foearly explain the business of the limited liability company through the choice of name. In California, a company name may be reserved for 60 days for a fee of $10. The company name must contain the wome is often crucial to the success of a limited liability company. The name must not conflict with any existing company names, nor must it be deceptively similar to other names. It is often wise to clrmation will save you time and trouble. Please note that you can also download state forms and fee schedules at http://www.ss.ca.gov/business/llc/llc_formsfees.htm. Company name: The selection of a na information on organization of a business limited liability company in the State of California, as state laws and fees charged for organization are subject to change. Having the latest available infonization Worksheet - California Address of state limited liability company department: The address is listed on the Worksheet. You should write to this department immediately, requesting all availableability, or tort (including negligence or otherwise) arising in any way out of the use of these materials. An attorney should be consulted for all serious legal matters. Instructions for LLC Pre-Orga but not limited to, procurement of substitute goods or services; loss of use, data, or profits; or business interruption) however caused and on any theory of liability, whether in contract, strict lirtners, or affiliates, or ii) the providers, authors or publishers of the forms, be responsible or liable for any direct, indirect, incidental, special, exemplary, or consequential damages (including,es of merchantability, suitability or completeness for any of the materials for your particular needs. The materials are used at your own risk. In no event will: i) FindLegalForms, Inc, its agents, pae purchase and use of these materials is subject to the "Disclaimers and Terms of Use" found at findlegalforms.com. These materials are provided "AS-IS." We do not give any express or implied warranticretary of State or visit their website at http://www.ss.ca.gov. Disclaimer No Attorney-Client relationship is created by use of these materials. FindLegalForms, Inc. does not provide legal advice. Thet Pre-Organization Checklist Document Filing Checklist Note: Please note that the state specific information provided in this packet may change. To ensure its accuracy, please contact your state's Sepals of the company with vital support for later decisions that may be required. Included in this kit are the following: Instructions for completing Pre-Organization Worksheet Pre-Organization Worksheicult problems of company management in advance. The use of a written worksheet will also provide all persons involved with a clear and permanent record of the information. This may provide the princiscussions regarding the questions of voting rights, distribution of profits, amounts of contributions, and other management decisions often will enable potential associates to resolve many of the diffon among the persons who are desiring to form the limited liability company. Often, conflicts and demands are not known until the actual process of determining the company's structure begins. Frank dility company's purpose, structure and governance prior to organization within the State of California. The process of preparing this worksheet will also help uncover any potential differences of opiniInformation LLC Pre-Organization Kit - California Provided under agreement with copyright holder, © Nova Publishing Company 2004 This kit provides tools for determining the details of a limited liabi California