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Massachusetts s of Registered Agent (mandatory) Certificate of Dissolution (mandatory, if applicable) Any other required state forms ted Liability Company Name (if desired) Certificate of Organization (mandatory) Amendments to Certificate of Organization (mandatory, if applicable) Annual Company Reports (mandatory) Change of Addresements Check insurance requirements Prepare company accounting ledgers Prepare company record book (looseleaf binder) LLC Document Filing Checklist ­ Massachusetts Application for Reservation of Limie attorney review Certificate of Organization prior to filing Review tax impact of organization with an accountant Check state tax, employment, licensing, unemployment, and workers compensation requirnization Worksheet Check annual fees and filing requirements Reserve company name, if desired, by filing with the state. Prepare Certificate of Organization Prepare Operating Agreement If desired, hav______________________________________ LLC Pre-Organization Worksheet 4 LLC Pre-Organization Checklist ­ Massachusetts Write state limited liability company office for information Complete Pre-Orga__________________________________________________________________________ Amendments to Operating Agreement (majority/%/unanimous?): _________________________ _________________________________________________________ Termination of limited liability company: ____________________________________________ Amendments to Certificate of Organization (majority/%/unanimous?): _______________________ ____________________________________________________________ Insurance needs: ________________________________________________________________ New members: ________________________________________________________ ________________________________________ ________________________________________ Transfer of membership interests: _________________________________________________ Expulsion of members: ____________________________ Salaries of members: Name ___________________________________ ___________________________________ ___________________________________ Salary _________________________________________________________ Financial authority : Name ___________________________________ Authority to Do ________________________________________ Loans to members: ___________________________________ctions: (majority/%/unanimous?): __________________________ Fiscal Year: ___________________________________________________________________ Accounting type (cash or accrual?): _______________________rs meetings: ____________________________________________ Annual members meeting: Place ______________________________________ Date ____________________ Time _____________ Required vote for members a_____________________ Is qualification in other states necessary? ____________________________________________ LLC Pre-Organization Worksheet 3 Company Operating Agreement Required quorum for membe meeting: ____________________________________________ Proposed bank for company bank account: ___________________________________________ Cost of organization: ____________________________________________________________ ________________________________________________ ________________________________________________ ________________________________________________ Proposed date of first members __________________________________________ __________________________________________ __________________________________________ Proportionate Share of Profits and Losses ___________________________bution and retention of profits and losses: _______________________________________ Initial indebtedness: $ _________________ Management of the company: Name _______________________________________________________________________________________ ________________________________________________ ________________________________________________ ________________________________________________ Distri________________________ __________________________________________ __________________________________________ __________________________________________ Proportionate Share of Profits and Losses _______ _________________ Value _________________ _________________ _________________ _________________ _________________ _________________ Members' share of profits and losses: Name _________________________________________________ _____________________________________ _____________________________________ Value _________________ _________________ _________________ _________________ ___________________________________ ________________ ________________ Cash/Property/Services _____________________________________ _____________________________________ _____________________________________ ______________________________________ _____________________________________ _____________________________________ _____________________________________ _____________________________________ _______________itional contributions: $ Date when due: Name ____________________ ____________________ ____________________ ____________________ ____________________ ____________________ Cash/Property/Services _____te when due: ________________ LLC Pre-Organization Worksheet 2 Name ____________________ ____________________ ____________________ ____________________ ____________________ ____________________ Addcompany's registered agent and office address: __________________________ ______________________________________________________________________________ Initial investment total: $ ________________ Da____________________________ _____________________________________ Phone _________________ _________________ _________________ _________________ _________________ _________________ Limited liability _________ ____________________ Address _____________________________________ _____________________________________ _____________________________________ _____________________________________ _________osed members: ____________________________________________________ Proposed members of the company: Name ____________________ ____________________ ____________________ ____________________ ________________________________________ _________________________________ ___________________________________________ _________________________________ ___________________________________________ Number of propposed date to begin company business: ___________________________________________ Names and addresses of those who will act as organizers: Name Address _________________________________ _________________________________________________________________ Organization Matters State of organization: Massachusetts Company existence (limited or perpetual?): __________________________________________ Pro__ ______________________________________________________________________________ State/local licenses required: ______________________________________________________ Patents/copyrights/trademarks: ________________________________________________________________ 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?): _______________________________ _______________________________________________________________ ______________________________________________________________________________ Description of principal place of business: ___________________________________________ __________________________________________ __________________________ __________________________ __________________________ Location of Business Address of principal place of business: ____________________________________________ ________________________ ________________________ ________________________ ________________________ ________________________ Phone __________________________ __________________________ __________ited Liability Company Name _______________________ _______________________ _______________________ _______________________ _______________________ _______________________ Address _____________________ Alternate choices: _______________________________________________________________ ______________________________________________________________________________ Parties Involved in Forming the Lims Corporation Division One Ashburton Place, 17th Floor Boston, MA 02108 Proposed Name of the Limited Liability Company First choice: __________________________________________________________________ Agreement. Instructions for LLC Pre-Organization Worksheet 4 LLC Pre-Organization Worksheet ­ Massachusetts Name/Address of State Limited Liability Company Department: Commonwealth of Massachusett limited liability company will amend the Certificate of Organization. Amendments to Operating Agreement: Here should be the determination of how the limited liability company will amend its Operatingy considerations relating to the dissolution of the limited liability company that you may wish to be considered. Amendments to Certificate of Organization: Here should be the determination of how theinsurance. New members: Will new members be allowed in the company? Here note the terms and conditions for their entry. Termination of limited liability company: How will the company end? Here list anance that you will need, ranging from general casualty to various business liability policies. Also consider the need for the members or the company to provide the members with life and/or disability or majority consent of the other members. Expulsion of members: Here you should consider the terms and conditions for the removal of members. Insurance: Under this heading, consider the types of insur to whether and how members are to be allowed to transfer their ownership interests in the limited liability company to third parties. This may range from "not at all" to "freely" or may be unanimous laries to members: Here you should decide if the members will earn a salary for their work on behalf of the company. Transfer of membership interests: Under this listing, a decision should be noted asmpany name, or sign documents in the name of the limited 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. Sath a competent accounting professional. Instructions for LLC Pre-Organization Worksheet 3 Financial authority: Here list the authority of each proposed member to sign checks, borrow money in the coanimous. Fiscal year and accounting type: For accounting purposes, the fiscal year and accounting type (cash or accrual) of the limited liability company should be chosen in advance. Please consult wist vote in the affirmative in order to officially pass 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 un specified. Required vote for member action: Once it is determined that a quorum of members is present at a meeting, this is the percentage of ownership shares of the limited liability company that mupany business. This is normally set at a "majority" (over 50 percent), although this figure can be set higher. Annual members meeting: The date, time, and place of the annual members meeting should beorney. Required quorum for members: This is the percentage of ownership of shares in the limited liability company that must be represented at a members meeting in order to officially transact any com is referred to as a "foreign" limited liability company. If you desire that your limited liability company qualify for activities in another state, you are advised to consult a competent business attliability company in that state. This generally requires obtaining a Certificate of Authority to Transact Business from the other state. In this context, a limited liability company from another stateocess. Out-of-state qualification: If the limited liability company desires to actively conduct business in a state other that the main state of organization, it is necessary to "qualify" the limited ove). This cost should also reflect the cost of obtaining professional assistance (legal or accounting); the cost of procuring the necessary supplies; and any other direct costs of the organization prirst members meeting. Cost of organization: The state fee for organization in Massachusetts is a filing fee of $500. (Please note that a complete fee schedule is available at the web address listed ab In advance of organization, you should determine 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 fembers meeting: This will be the date proposed for holding the first meeting of the members, at which the company Operating Agreement will be officially adopted Proposed bank for company bank account:If the business is to be managed by members only, 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 mo each partner. If the company will retain a portion of the profits for reinvestment, note that here. Instructions for LLC Pre-Organization Worksheet 2 Management of the limited liability company: t, be based on the amount of the contributions of the members to the company. Distribution of profits and losses: Here decide how the limited liability company will distribute its profits and losses tre. Share of profits and losses: Under this heading 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 nod additional member contributions of money, services, or property, list them here. Initial indebtedness: If there is to be any initial indebtedness for the limited liability company, please list it he limited liability company. This is also referred 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 planne figure is the total amount of money or property that will be transferred to the limited liability company upon its beginning business. This transfer will be in exchange for ownership interests in theed liability company. The registered agent need not be a lawyer. Normally, the main owner or the attorney of the limited liability company is selected as the registered agent. Initial Investment: Thisthe agent of the limited liability company for the 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 limit Here you should list the name and actual street 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 proposed members of the company. In Massachusetts, it is required that these names and addresses be stated in the Certificate of Organization. Limited liability company's registered agent and address:setts, the minimum number of members for a limited liability company is two. Members may be natural persons or business entities. Proposed members: Here you should list the names and addresses of the re and file the Certificate of Organization. In Massachusetts, the minimum number of organizers is two. Organizers need not be natural persons, nor need they be members. Number of members: In Massachuiability company. In Massachusetts, the effective date may be delayed to a later date if so stated in the Certificate of Organization. Organizers: This should be the person (or persons) who will prepae formally approves the Certificate 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 lWorksheet 1 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 statnduct business. 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 d to be transferred 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 co with a competent 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 nee obtained by all limited liability companies. Additionally, certain types of businesses will require health department approvals, state board licensing, or other forms of licenses. If necessary, checkte any specific 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 bese of an "all-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 noin 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 liability company: All states provide for the ue 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 address of the actual physical location of the mamust contain the words "Limited Liability Company," "Limited Company," or the abbreviations "LLC," "L.L.C.," "LC" or "L.C." Parties involved: This listing should provide the names, addresses, and phon. It is often wise to clearly explain the business of the limited liability company through the choice of name. In Massachusetts, a company name may be reserved for 60 days for a fee of $30. The name e: The selection of a name 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 namesaving the latest available information will save you time and trouble. Note that you can download information and fee schedules at http://www.sec.state.ma.us/cor/corpweb/corllc/llcinf.htm. Company namuesting all available information on organization of a business limited liability company in the Commonwealth of Massachusetts, as state laws and fees charged for organization are subject to change. Hons for LLC Pre-Organization Worksheet Massachusetts Address of state limited liability company department: The address is listed on the Worksheet. You should write to this department immediately, req contract, strict 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. Instructi damages (including, 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 Inc, its agents, 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 or implied 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,ide legal 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 expressur state's Secretary of State or visit their website at http://www.state.ma.us/sec/. Disclaimer No Attorney-Client relationship is created by use of these materials. FindLegalForms, Inc. does not provation Worksheet 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 yode the principals 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-Organizy of the difficult 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 proviins. Frank discussions regarding the questions of voting rights, distribution of profits, amounts of contributions, and other management decisions often will enable potential associates to resolve mannces of opinion 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 begability company's purpose, structure and governance prior to organization within the Commonwealth of Massachusetts. The process of preparing this worksheet will also help uncover any potential differeInformation LLC Pre-Organization Kit ­ Massachusetts Provided under agreement with copyright holder, © Nova Publishing Company 2004 This kit provides tools for determining the details of a limited li Massachusetts