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Kentucky ny Reports (mandatory) Change of Address of Registered Agent (mandatory) Articles of Dissolution (mandatory, if applicable) Any other required state forms Kentucky Application for Reservation of Limited Liability Company Name (if desired) Articles of Organization (mandatory) Amendments to Articles of Organization (mandatory, if applicable) Annual Compaing, unemployment, and workers compensation requirements Check insurance requirements Prepare company accounting ledgers Prepare company record book (looseleaf binder) LLC Document Filing Checklist ­anization 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, licensability 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 of Org____________________ ______________________________________________________________________________ LLC Pre-Organization Worksheet 4 LLC Pre-Organization Checklist ­ Kentucky Write state limited liization (majority/%/unanimous?): _______________________ ______________________________________________________________________________ Amendments to Operating Agreement (majority/%/unanimous?): _______ New members: _________________________________________________________________ Termination of limited liability company: ____________________________________________ Amendments to Articles of Organ_______________________________________ 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: _______________________________________________________________ksheet 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 Wor________________________________ Proposed date of first members meeting: ____________________________________________ Proposed bank for company bank account: _________________________________________rtionate Share of Profits and Losses ________________________________________________ ________________________________________________ ________________________________________________ ________________ of the company: Name __________________________________________ __________________________________________ __________________________________________ __________________________________________ Propo_______ ________________________________________________ Distribution and retention of profits and losses: _______________________________________ Initial indebtedness: $ _________________ Management_________________ 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 ____________________ __________s: Name Address _________________________________ ___________________________________________ _________________________________ ___________________________________________ ____________________________d or perpetual?): __________________________________________ Proposed date to begin company business: ___________________________________________ Names and addresses of those who will act as organizer____________________________________ Patents/copyrights/trademarks: ____________________________________________________ Organization Matters State of organization: Kentucky Company existence (limiteited liability company: _______________________________________________ ______________________________________________________________________________ State/local licenses required: _______________________________________________________________________ ______________________________________________________________________________ LLC Pre-Organization Worksheet 1 Type of Business Purpose of lim___________ ______________________________________________________________________________ Other places of business: _________________________________________________________ ___________________________________________________________________ ______________________________________________________________________________ Ownership of principal place of business (own or lease?): ____________________principal place of business: ______________________________________________ ______________________________________________________________________________ Description of principal place of business: _hone __________________________ __________________________ __________________________ __________________________ __________________________ __________________________ Location of Business Address of ________________ _______________________ Address ________________________ ________________________ ________________________ ________________________ ________________________ ________________________ P________________________________ Parties Involved in Forming the Limited Liability Company Name _______________________ _______________________ _______________________ _______________________ _______e: ___________________________________________________________________ Alternate choices: _______________________________________________________________ ______________________________________________ion Worksheet ­ Kentucky Name/Address of State Limited Liability Company Department: Kentucky Secretary of State Box 718 Frankfort, KY 40602 Proposed Name of the Limited Liability Company First choicto Operating Agreement: Here should be the determination of how the limited liability company will amend its Operating Agreement. Instructions for LLC Pre-Organization Worksheet 4 LLC Pre-Organizaty 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 Organization. Amendments e 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 limited liability companiability 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 in the company? Here notuld 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 casualty to various business lterests 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 of members: Here you shofor 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 transfer their ownership inLoans 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 members will earn a salary on 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 limited liability company. l year and accounting type (cash or accrual) of the limited liability company should be chosen in advance. Please consult with a competent accounting professional. Instructions for LLC Pre-OrganizatiThis 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 accounting purposes, the fiscaorum 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 pass any member business. ugh 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 is determined that a quhares 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" (over 50 percent), altho 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 percentage of ownership of scate 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 company. If you desire thatto 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 requires obtaining a Certifitance (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 liability company desires tion in Kentucky is a filing fee of $40. (Please note that a complete fee schedule is available at the web address listed above). This cost should also reflect the cost of obtaining professional assisandle 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: The state fees for organizaeting 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 determine the bank which will hrs, 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 for holding the first me 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 only, or members and managempany. 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 portion of the profits formbers 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 of the members to the co 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 heading is noted how the mel." 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, services, or property, listed 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 referred to as "paid-in capitaly, 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 property that will be transferrthat 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 need not be a lawyer. Normalwho 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 the service of process (at 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 street address of the person mpany 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. In Kentucky, it is required thhe Articles of Organization. In Kentucky, an organizer need not be a natural person, nor need they be a member. Number of members: In Kentucky, the minimum number of members for a limited liability coffective date may be delayed up to 90 days after the official approval date if so stated in the Articles of Organization. Organizers: This should be the person (or persons) who will prepare and file tof 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. In Kentucky, the egin 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 approves the Articles : 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 Proposed date to beted 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. Company existencefor 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 transferred into the limiy companies. Additionally, certain types of businesses will require health department approvals, state board licensing, or other forms of licenses. If necessary, check with a competent local attorney 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 limited liabiliturpose 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 requirements for 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-purpose" business po 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 may not be a postfessional services, the word "Professional" or the abbreviation "P" must precede the name. Parties involved: This listing should provide the names, addresses, and phone numbers of all of the people whility Company" or "Limited Company," or the abbreviations "LLC" or "LC." The word "Limited" may be abbreviated as "Ltd" and the word "Company" may be abbreviated as "Co." If the company will offer proplain the business of the limited liability company through the choice of name. In Kentucky, a company name may be reserved for 120 days for a fee of $15. The name must contain the words "Limited Liabten 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 clearly exe information will save you time and trouble. Note that you can also download state forms and fee schedules at http://www.kysos.com/BUSSER/BUSFIL/forms.asp. Company name: The selection of a name is ofe information on organization of a business limited liability company in the Commonwealth of Kentucky, as state laws and fees charged for organization are subject to change. Having the latest availablrganization Worksheet - Kentucky Address of state limited liability company department: The address is listed on the Worksheet. You should write to this department immediately, requesting all availabl 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 LLC Pre-Ong, 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 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 (includinties 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, 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 implied warra Secretary of State or visit their website at http://www.kysos.com. Disclaimer No Attorney-Client relationship is created by use of these materials. FindLegalForms, Inc. does not provide legal advice.sheet 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'sncipals 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 Workifficult 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 pri discussions 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. Frankty company's purpose, structure and governance prior to organization within the Commonwealth of Kentucky. The process of preparing this worksheet will also help uncover any potential differences of opInformation LLC Pre-Organization Kit ­ Kentucky Provided under agreement with copyright holder, © Nova Publishing Company 2004 This kit provides tools for determining the details of a limited liabili Kentucky