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Georgia ny other required state forms ndments to Articles of Organization (mandatory, if applicable) Annual Company Reports (mandatory) Change of Address of Registered Agent (mandatory) Articles of Dissolution (mandatory, if applicable) Apare company record book (looseleaf binder) LLC Document Filing Checklist ­ Georgia Application for Reservation of Limited Liability Company Name (if desired) Articles of Organization (mandatory) Amempact of organization with an accountant Check state tax, employment, licensing, unemployment, and workers compensation requirements Check insurance requirements Prepare company accounting ledgers Pre company name, if desired, by filing with the state. Prepare Articles of Organization Prepare Operating Agreement If desired, have attorney review Articles of Organization prior to filing Review tax iorksheet 4 LLC Pre-Organization Checklist ­ Georgia Write state limited liability company office for information Complete Pre-Organization Worksheet Check annual fees and filing requirements Reserve____________ Amendments to Operating Agreement (majority/%/unanimous?): _________________________ ______________________________________________________________________________ LLC Pre-Organization W ____________________________________________ Amendments to Articles of Organization (majority/%/unanimous?): _______________________ __________________________________________________________________surance needs: ________________________________________________________________ New members: _________________________________________________________________ Termination of limited liability company:_______________________________ Transfer of membership interests: _________________________________________________ Expulsion of members: __________________________________________________________ In_____________________________ ___________________________________ ___________________________________ Salary ________________________________________ ________________________________________ ______________________________________ Authority to Do ________________________________________ Loans to members: _____________________________________________________________ Salaries of members: Name ______ Fiscal Year: ___________________________________________________________________ Accounting type (cash or accrual?): ________________________________________________ Financial authority : Name ______nnual members meeting: Place ______________________________________ Date ____________________ Time _____________ Required vote for members actions: (majority/%/unanimous?): __________________________ssary? ____________________________________________ LLC Pre-Organization Worksheet 3 Company Operating Agreement Required quorum for members meetings: ____________________________________________ Aosed bank for company bank account: ___________________________________________ Cost of organization: ____________________________________________________________ Is qualification in other states nece___________ ________________________________________________ ________________________________________________ Proposed date of first members meeting: ____________________________________________ Prop___________________________ __________________________________________ Proportionate Share of Profits and Losses ________________________________________________ _____________________________________________________________ Initial indebtedness: $ _________________ Management of the company: Name __________________________________________ __________________________________________ __________________________________________________ ________________________________________________ ________________________________________________ Distribution and retention of profits and losses: _______________________ __________________________________________ __________________________________________ Proportionate Share of Profits and Losses ________________________________________________ ___________________ _________________ _________________ _________________ _________________ Members' share of profits and losses: Name __________________________________________ ____________________________________________ _____________________________________ Value _________________ _________________ _________________ _________________ _________________ _________________ Value _________________ ___________sh/Property/Services _____________________________________ _____________________________________ _____________________________________ _____________________________________ ______________________________________ _____________________________________ _____________________________________ _____________________________________ _____________________________________ ________________ ________________ Ca______ ____________________ ____________________ ____________________ ____________________ ____________________ Cash/Property/Services _____________________________________ __________________________et 2 Name ____________________ ____________________ ____________________ ____________________ ____________________ ____________________ Additional contributions: $ Date when due: Name ____________________________ ______________________________________________________________________________ Initial investment total: $ ________________ Date when due: ________________ LLC Pre-Organization Workshe_______ Phone _________________ _________________ _________________ _________________ _________________ _________________ Limited liability company's registered agent and office address: _____________________________ _____________________________________ _____________________________________ _____________________________________ _____________________________________ _____________________________________ Proposed members of the company: Name ____________________ ____________________ ____________________ ____________________ ____________________ ____________________ Address ________________________ ___________________________________________ _________________________________ ___________________________________________ Number of proposed members: ___________________________________________________________________ Names and addresses of those who will act as organizers: Name Address _________________________________ ___________________________________________ _____________________________Organization Matters State of organization: Georgia Company existence (limited or perpetual?): __________________________________________ Proposed date to begin company business: _________________________________________________ State/local licenses required: ______________________________________________________ Patents/copyrights/trademarks: ____________________________________________________ ___________ LLC Pre-Organization Worksheet 1 Type of Business Purpose of limited liability company: _______________________________________________ _______________________________________________________________________________________________________ ______________________________________________________________________________ ___________________________________________________________________ Ownership of principal place of business (own or lease?): _______________________________ ______________________________________________________________________________ Other places of business: _____________________________________ Description of principal place of business: ___________________________________________ ________________________________________________________________________________________________ __________________________ Location of Business Address of principal place of business: ______________________________________________ _______________________________________________ ________________________ ________________________ ________________________ Phone __________________________ __________________________ __________________________ __________________________ _______________________________ _______________________ _______________________ _______________________ _______________________ Address ________________________ ________________________ ______________________________________________________ ______________________________________________________________________________ Parties Involved in Forming the Limited Liability Company Name _______________________ t Atlanta, GA 30334 Proposed Name of the Limited Liability Company First choice: ___________________________________________________________________ Alternate choices: _______________________________t 4 LLC Pre-Organization Worksheet ­ Georgia Name/Address of State Limited Liability Company Department: Georgia Secretary of State Corporations Division 2 Martin Luther King Jr. Drive Suite 315 Wesganization. Amendments to Operating Agreement: Here should be the determination of how the limited liability company will amend its Operating Agreement. Instructions for LLC Pre-Organization Worksheeimited liability company that you may wish to be considered. Amendments to Articles of Organization: Here should be the determination of how the limited liability company will amend the Articles of Orn the company? Here note the terms and conditions for their entry. Termination of limited liability company: How will the company end? Here list any considerations relating to the dissolution of the ly to various business liability policies. Also consider the need for the members or the company to provide the members with life and/or disability insurance. New members: Will new members be allowed if members: Here you should consider the terms and conditions for the removal of members. Insurance: Under this heading, consider the types of insurance that you will need, ranging from general casualtsfer their ownership interests in the limited liability company to third parties. This may range from "not at all" to "freely" or may be unanimous or majority consent of the other members. Expulsion oers will earn a salary for their work on behalf of the company. Transfer of membership interests: Under this listing, a decision should be noted as to whether and how members are to be allowed to tranted liability company. Loans to members: In this item, decide 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 memb for LLC Pre-Organization Worksheet 3 Financial authority: 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 limiing purposes, the fiscal year and accounting type (cash or accrual) of the limited liability company should be chosen in advance. Please consult with a competent accounting professional. Instructionss any member business. This is normally set at a "majority" (more than 50 percent), although this figure can be set higher and can be made to be unanimous. Fiscal year and accounting type: For accountis determined that a quorum of members is present at a meeting, this is the percentage of ownership shares of the limited liability company that must vote in the affirmative in order to officially pasover 50 percent), although this figure can be set higher. Annual members meeting: The date, time, and place of the annual members meeting should be specified. Required vote for member action: Once it ntage of ownership of shares in the limited liability company that must be represented at a members meeting in order to officially transact any company business. This is normally set at a "majority" (any. If you desire that your limited liability company qualify for activities in another state, you are advised to consult a competent business attorney. Required quorum for members: This is the perceres obtaining a Certificate of Authority to Transact Business from the other state. In this context, a limited liability company from another state is referred to as a "foreign" limited liability compbility company desires to actively conduct business in a state other that the main state of organization, it is necessary to "qualify" the limited liability company in that state. This generally requining professional assistance (legal or accounting); the cost of procuring the necessary supplies; and any other direct costs of the organization process. Out-of-state qualification: If the limited lia state fee for organization in Georgia is a filing fee of $100. (Please note that a complete fee schedule is available at the web address listed above). This cost should also reflect the cost of obtaine the bank which will handle the company accounts. Obtain from the bank the necessary bank resolution form, which will be signed by the members at the first members meeting. Cost of organization: Thefor holding the first meeting of the members, at which the company Operating Agreement will be officially adopted Proposed bank for company bank account: In advance of organization, you should determiy, or members and managers, or managers only, 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 rtion of the profits for reinvestment, note that here. Instructions for LLC Pre-Organization Worksheet 2 Management of the limited liability company: If the business is to be managed by members onlof the members to the company. 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 retain a poding is noted how the members decide in what 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 vices, or property, list them here. Initial indebtedness: If there is to be any initial indebtedness for the limited liability company, please list it here. Share of profits and losses: Under this heaed to as "paid-in capital." List also the dates on which the contributions are to be made. Additional contributions by members: If there are to be planned additional member contributions of money, sery that will be transferred to the limited liability company upon its beginning business. This transfer will be in exchange for ownership interests in the limited liability company. This is also referr not be a lawyer. Normally, the main owner or the attorney of the limited liability company is selected as the registered agent. Initial Investment: This figure is the total amount of money or propertthe service of process (that is: to accept subpoenas or summons on behalf of the limited liability company). The person need not be a member of the limited liability company. The registered agent needt address of the person who will act as the registered agent of the limited liability company. All states require that a specific person be available as the agent of the limited liability company for a, it is not required that these names and addresses be stated in the Articles of Organization. Limited liability company's registered agent and address: Here you should list the name and actual streeliability company is one. Members may be natural persons or business entities. Proposed members: Here you should list the names and addresses of the proposed members of the company, although in Georgiare and file the Articles of Organization. In Georgia, an organizer need not be a natural person, nor need they be a member. Number of members: In Georgia, the minimum number of members for a limited . In Georgia, the effective date may be delayed to a date stated in the Articles of Organization up to 90 days after official approval. Organizers: This should be the person (or persons) who will prepproves 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 Proposed 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 aps. Company 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 ferred 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 businestent 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 transall limited 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 compeic requirements 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 -purpose" 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 specifIt may 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 "allall of 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. ated to "Ltd." and the word "Company" may be abbreviated to "Co." The name must contain 80 characters or less. Parties involved: This listing should provide the names, addresses, and phone numbers of rticles of Organization. Further, the name must contain the words "Limited Liability Company," "Limited Company," or the abbreviations "LLC," "L.L.C.," "LC" or "L.C." The word "Limited" may be abbrevi business of the limited liability company through the choice of name. In Georgia, a company name may be reserved for 120 days for a fee of $25. The name reservation is mandatory prior to filing the Aal 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 clearly explain then will save you time and trouble. Please note that you can also download state forms and fee schedules at http://www.sos.state.ga.us/corporations/. Company name: The selection of a name is often cruciformation on organization of a business limited liability company in the State of Georgia, as state laws and fees charged for organization are subject to change. Having the latest available informationization Worksheet - Georgia Address of state limited liability company department: The address is listed on the Worksheet. You should write to this department immediately, requesting all available inability, 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 warrantiy of State or visit their website at http://www.sos.state.ga.us. Disclaimer No Attorney-Client relationship is created by use of these materials. FindLegalForms, Inc. does not provide legal advice. Th-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 Secretarf 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 Worksheet Preproblems 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 principals oons 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 difficult ng 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 discussiy company's purpose, structure and governance prior to organization within the State of Georgia. The process of preparing this worksheet will also help uncover any potential differences of opinion amoInformation LLC Pre-Organization Kit ­ Georgia Provided under agreement with copyright holder, © Nova Publishing Company 2004 This kit provides tools for determining the details of a limited liabilit Georgia