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Connecticut andatory) Change of Address of Registered Agent (mandatory) Articles of Dissolution (mandatory, if applicable) Any other required state forms lication for Reservation of Limited Liability Company Name (if desired) Articles of Organization (mandatory) Amendments to Articles of Organization (mandatory, if applicable) Annual Company Reports (mt, and workers compensation requirements Check insurance requirements Prepare company accounting ledgers Prepare company record book (looseleaf binder) LLC Document Filing Checklist ­ Connecticut Appe 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, licensing, unemploymenoffice for information Complete Pre-Organization Worksheet Check annual fees and filing requirements Reserve company name, if desired, by filing with the state. Prepare Articles of Organization Prepar_ ______________________________________________________________________________ LLC Pre-Organization Worksheet 4 LLC Pre-Organization Checklist ­ Connecticut Write state limited liability company /unanimous?): _______________________ ______________________________________________________________________________ Amendments to Operating Agreement (majority/%/unanimous?): ______________________________________________________________________________________ Termination of limited liability company: ____________________________________________ Amendments to Articles of Organization (majority/%____________________ Expulsion of members: __________________________________________________________ Insurance needs: ________________________________________________________________ New members: ________ Salary ________________________________________ ________________________________________ ________________________________________ Transfer of membership interests: _____________________________ members: _____________________________________________________________ Salaries of members: Name ___________________________________ ___________________________________ ______________________________e (cash or accrual?): ________________________________________________ Financial authority : Name ___________________________________ Authority to Do ________________________________________ Loans tome _____________ Required vote for members actions: (majority/%/unanimous?): __________________________ Fiscal Year: ___________________________________________________________________ Accounting typOperating Agreement Required quorum for members meetings: ____________________________________________ Annual members meeting: Place ______________________________________ Date ____________________ Tition: ____________________________________________________________ Is qualification in other states necessary? ____________________________________________ LLC Pre-Organization Worksheet 3 Company _____________ Proposed date of first members meeting: ____________________________________________ Proposed bank for company bank account: ___________________________________________ Cost of organizarofits and Losses ________________________________________________ ________________________________________________ ________________________________________________ ___________________________________me __________________________________________ __________________________________________ __________________________________________ __________________________________________ Proportionate Share of P_____________________________________ Distribution and retention of profits and losses: _______________________________________ Initial indebtedness: $ _________________ Management of the company: NaProportionate Share of Profits and Losses ________________________________________________ ________________________________________________ ________________________________________________ ___________f profits and losses: Name __________________________________________ __________________________________________ __________________________________________ __________________________________________ _____________ _________________ _________________ _________________ Value _________________ _________________ _________________ _________________ _________________ _________________ Members' share o _____________________________________ _____________________________________ _____________________________________ _____________________________________ Value _________________ _________________ _________________________________ _____________________________________ ________________ ________________ Cash/Property/Services _____________________________________ ____________________________________________________ Cash/Property/Services _____________________________________ _____________________________________ _____________________________________ _____________________________________ ____________________________ ____________________ Additional contributions: $ Date when due: Name ____________________ ____________________ ____________________ ____________________ ____________________ _____itial investment total: $ ________________ Date when due: ________________ LLC Pre-Organization Worksheet 2 Name ____________________ ____________________ ____________________ ____________________ _______ _________________ Limited liability company's registered agent and office address: __________________________ ______________________________________________________________________________ In___________________________________ _____________________________________ _____________________________________ Phone _________________ _________________ _________________ _________________ ______________________ ____________________ ____________________ ____________________ Address _____________________________________ _____________________________________ _____________________________________ ________________________________ Number of proposed members: ____________________________________________________ Proposed members of the company: Name ____________________ ____________________ ______________________________________ ___________________________________________ _________________________________ ___________________________________________ _________________________________ ______________________________________________________ Proposed date to begin company business: ___________________________________________ Names and addresses of those who will act as organizers: Name Address _________________ Patents/copyrights/trademarks: ____________________________________________________ Organization Matters State of organization: Connecticut Company existence (limited or perpetual?): _: _______________________________________________ ______________________________________________________________________________ State/local licenses required: _______________________________________________________________________ ______________________________________________________________________________ LLC Pre-Organization Worksheet 1 Type of Business Purpose of limited liability company____________________________________________________________________ Other places of business: _________________________________________________________ ___________________________________________________________________ ______________________________________________________________________________ Ownership of principal place of business (own or lease?): _______________________________ __________iness: ______________________________________________ ______________________________________________________________________________ Description of principal place of business: ________________________________ __________________________ __________________________ __________________________ __________________________ __________________________ Location of Business Address of principal place of bus__________________ Address ________________________ ________________________ ________________________ ________________________ ________________________ ________________________ Phone ___________________________ Parties Involved in Forming the Limited Liability Company Name _______________________ _______________________ _______________________ _______________________ _______________________ _____________________________________________________ Alternate choices: _______________________________________________________________ ____________________________________________________________________ited Liability Company Department: Connecticut Secretary of State 30 Trinity Street P.O. Box 150470 Hartford, CT 06016 Proposed Name of the Limited Liability Company First choice: ___________________ion of how the limited liability company will amend its Operating Agreement. Instructions for LLC Pre-Organization Worksheet 4 LLC Pre-Organization Worksheet ­ Connecticut Name/Address of State Limrticles 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 be the determinaton 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. Amendments to Abers 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 entry. Terminati 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 need for the memties. 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 conditions for the removalmembership 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 company to third pare 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 company. Transfer of uthority 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, decide if you wish thimited liability company should be chosen in advance. Please consult with a competent accounting professional. Instructions for LLC Pre-Organization Worksheet 3 Financial authority: Here list the arcent), 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 accrual) of the lpercentage 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" (more than 50 peting: 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 meeting, this is the epresented 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. Annual members mees 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 company that must be r 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 qualify for activitiee 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 Business from the othere 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 state other that th that a complete 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 cost of procuring thcessary bank resolution form, which will be signed by the members at the first members meeting. Cost of organization: The state fee for organization in Connecticut is a filing fee of $60. (Please notereement will be officially adopted Proposed bank for company bank account: In advance of organization, you should determine the bank which will handle the company accounts. Obtain from the bank the ne 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 members, at which the company Operating Age-Organization Worksheet 2 Management of the limited liability company: If the business is to be managed by members only, or members and managers, or managers only, note the decision here. Also notehow the limited liability company will distribute its profits and losses to each partner. If the company will retain a portion of the profits for reinvestment, note that here. Instructions for LLC Pr 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. Distribution of profits and losses: Here decide 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 what proportions the profits and lossesto be made. Additional contributions by members: If there are to be planned additional member contributions of money, services, or property, list them here. Initial indebtedness: If there is to be anybusiness. 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 dates on which the contributions are lity 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 liability company upon its beginning e 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 or the attorney of the limited liabibility 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 subpoenas or summons on behalf of thof 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 registered agent of the limited liantities. Proposed members: Here you should list the names and addresses of the proposed members of the company. In Connecticut, it is required that these names and addresses be stated in the Articles ot be a natural person, nor need they be a member. Number of members: In Connecticut, the minimum number of members for a limited liability company is one. Members may be natural persons or business educted on behalf of the proposed limited liability company. Organizers: This should be the person (or persons) who will prepare and file the Articles of Organization. In Connecticut, organizers need nce. Until this date (actually, until the state formally approves the Articles of Organization), the organizers of your limited liability company will continue to be legally liable for any business contual. Instructions for LLC Pre-Organization Worksheet 1 Proposed date to begin company business: This should be the date on which you expect the limited liability company to begin its legal existenbe organized in the state in which it will conduct business. Company existence: The choices here are perpetual (forever) or limited to a certain length. In virtually all cases, you should choose perpef patents, copyrights, or trademarks will need to be transferred into the limited liability company, they should be noted here. State of organization: In general, the limited liability company should other forms of licenses. If necessary, check with a competent local attorney for details regarding the types of licenses required for your locality and business type. Patents/copyrights/trademarks: I tax license. A Federal tax ID number must be obtained by all limited liability companies. Additionally, certain types of businesses will require health department approvals, state board licensing, ore/local licenses required: Here you should note any specific requirements for licenses to operate your type of business. Most states require obtaining a tax ID number and a retail, wholesale, or salesability company: All states provide for the use of an "all-purpose" business purpose clause in describing the main activity of the business; for example, "to conduct any and all lawful business." Statess of the actual physical location of the main business. It may not be a post office box. If the limited liability company is homebased, this address should be the home address. Purpose of limited lishould provide the names, addresses, and phone numbers of all of the people who are involved in the planning stages of the limited liability company. Principal place of business: This must be the addr "Limited Liability Company" or the abbreviations "LLC," or "L.L.C." The word "Limited" may be abbreviated to "Ltd.," and the word "Company" may be abbreviated to "Co." Parties involved: This listing explain the business of the limited liability company through the choice of name. In Connecticut, a company name may be reserved for 120 days for a fee of $30. The company name must contain the words 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 clearlyformation will save you time and trouble. Note that state forms and fee schedules can be found at http://www.sots.state.ct.us/CommercialRecording/CRDform.html. Company name: The selection of a name is available information on organization of a limited liability company in the State of Connecticut, as state laws and fees charged for organization are subject to change. Having the latest available in Pre-Organization Worksheet - Connecticut Address of state limited liability company department: The address is listed on the Worksheet. You should write to this department immediately, requesting allstrict liability, 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 LLCncluding, 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, gents, partners, 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 (i warranties 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 advice. The 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 impliedSecretary of State or visit their website at http://www.sots.state.ct.us. Disclaimer No Attorney-Client relationship is created by use of these materials. FindLegalForms, Inc. does not provide legal aheet 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 cipals 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 Worksfficult 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 prindiscussions 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 dinion 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 ility company's purpose, structure and governance prior to organization within the State of Connecticut. The process of preparing this worksheet will also help uncover any potential differences of opiInformation LLC Pre-Organization Kit - Connecticut Provided under agreement with copyright holder, © Nova Publishing Company 2004 This kit provides tools for determining the details of a limited liab Connecticut