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Michigan le) Annual Company Reports (mandatory) Change of Address of Registered Agent (mandatory) Articles of Dissolution (mandatory, if applicable) Any other required state forms ling Checklist ­ Michigan Application for Reservation of Limited Liability Company Name (if desired) Articles of Organization (mandatory) Amendments to Articles of Organization (mandatory, if applicabployment, licensing, unemployment, and workers compensation requirements Check insurance requirements Prepare company accounting ledgers Prepare company record book (looseleaf binder) LLC Document Fi Articles of 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, emstate limited 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. Prepareanimous?): _________________________ ______________________________________________________________________________ LLC Pre-Organization Worksheet 4 LLC Pre-Organization Checklist ­ Michigan Write rticles of Organization (majority/%/unanimous?): _______________________ ______________________________________________________________________________ Amendments to Operating Agreement (majority/%/un__________________ New members: _________________________________________________________________ Termination of limited liability company: ____________________________________________ Amendments to Aests: _________________________________________________ Expulsion of members: __________________________________________________________ Insurance needs: __________________________________________________ ___________________________________ Salary ________________________________________ ________________________________________ ________________________________________ Transfer of membership inter_________________________ Loans to members: _____________________________________________________________ Salaries of members: Name ___________________________________ ___________________________________________________ Accounting type (cash or accrual?): ________________________________________________ Financial authority : Name ___________________________________ Authority to Do _____________________ Date ____________________ Time _____________ Required vote for members actions: (majority/%/unanimous?): __________________________ Fiscal Year: _______________________________________________Organization Worksheet 3 Company Operating Agreement Required quorum for members meetings: ____________________________________________ Annual members meeting: Place __________________________________________________ Cost of organization: ____________________________________________________________ Is qualification in other states necessary? ____________________________________________ LLC Pre-________________________________________________ Proposed date of first members meeting: ____________________________________________ Proposed bank for company bank account: __________________________________ Proportionate Share of Profits and Losses ________________________________________________ ________________________________________________ ________________________________________________ _____ Management of the company: Name __________________________________________ __________________________________________ __________________________________________ ________________________________________________________ ________________________________________________ Distribution and retention of profits and losses: _______________________________________ Initial indebtedness: $ _____________________________________________ 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 _______________act as organizers: Name Address _________________________________ ___________________________________________ _________________________________ ___________________________________________ ____________xistence (limited or perpetual?): __________________________________________ Proposed date to begin company business: ___________________________________________ Names and addresses of those who will ____________________________________________________ Patents/copyrights/trademarks: ____________________________________________________ Organization Matters State of organization: Michigan Company es Purpose of limited liability company: _______________________________________________ ______________________________________________________________________________ State/local licenses required: ________________________________________________________________________ ______________________________________________________________________________ LLC Pre-Organization Worksheet 1 Type of Busines____________________________ ______________________________________________________________________________ Other places of business: _________________________________________________________ ________ce of business: ___________________________________________ ______________________________________________________________________________ Ownership of principal place of business (own or lease?): ___iness Address of principal place of business: ______________________________________________ ______________________________________________________________________________ Description of principal pla_______________ Phone __________________________ __________________________ __________________________ __________________________ __________________________ __________________________ Location of Bus_________ _______________________ _______________________ Address ________________________ ________________________ ________________________ ________________________ ________________________ __________________________________________________________ Parties Involved in Forming the Limited Liability Company Name _______________________ _______________________ _______________________ ______________mpany First choice: ___________________________________________________________________ Alternate choices: _______________________________________________________________ _____________________________ State Limited Liability Company Department: Michigan Department of Commerce Corporation & Securities Bureau Corporation Division Box 30054 Lansing, MI 48909 Proposed Name of the Limited Liability Cohe determination of how the limited liability company will amend its Operating Agreement. Instructions for LLC Pre-Organization Worksheet 4 LLC Pre-Organization Worksheet ­ Michigan Name/Address ofendments 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 be try. 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. Amd 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 entr 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 nee 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 conditions fo 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 companyf 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 company.re 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, decide iual) 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: Here 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 accr 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" (mol 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 meeting,hat 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. Annuafor 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 company trom 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 qualify 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 Business f 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 state (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 assistance (legal or accounting); the cost of 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 Michigan is a filing fee of $50.any 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 accounts. Obtain from 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 members, at which the comptions 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 managers, or managers only, note the decisiones: 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 for reinvestment, note that here. Instrucofits 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. Distribution of profits and lossere 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 what proportions the prntributions 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 indebtedness: If thn 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 dates on which the cohe 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 liability company upo 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 or the attorney of t 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 subpoenas or summonsin 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 registered agent ofrsons or business entities. Proposed members: Here you should list the names and addresses of the proposed members of the company. In Michigan, it is required that these names and addresses be stated n, an organizer need not be a natural person, nor need they be a member. Number of members: In Michigan, the minimum number of members for a limited liability company is one. Members may be natural pehe date that the Articles of Organization are filed, if so stated in the Articles. Organizers: This should be the person (or persons) who will prepare and file the Articles of Organization. In Michigaability company will continue to be legally liable for any business conducted on behalf of the proposed limited liability company. In Michigan, the effective date may be delayed up to 90 days beyond tich you expect the limited liability company to begin its legal existence. Until this date (actually, until the state formally approves the Articles of Organization), the organizers of your limited lied to a certain length. In virtually all cases, you should choose perpetual. Instructions for LLC Pre-Organization Worksheet 1 Proposed date to begin company business: This should be the date on whtate of organization: In general, the limited liability company should be organized in the state in which it will conduct business. Company existence: The choices here are perpetual (forever) or limitd for your locality and business type. Patents/copyrights/trademarks: If patents, copyrights, or trademarks will need to be transferred into the limited liability company, they should be noted here. Sses will require health department approvals, state board licensing, or other forms of licenses. If necessary, check with a competent local attorney for details regarding the types of licenses requiretes 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 liability companies. Additionally, certain types of businese business; for example, "to conduct any and all lawful business." State/local licenses required: Here you should note any specific requirements for licenses to operate your type of business. Most stamebased, this address should be the home address. Purpose of limited liability company: All states provide for the use of an "all-purpose" business purpose clause in describing the main activity of thd 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 post office box. If the limited liability company is hor the abbreviation "P" before the name. Parties involved: This listing should provide the names, addresses, and phone numbers of all of the people who are involved in the planning stages of the limitee must include the words "Limited Liability Company" or the abbreviations "LLC," "L.L.C.," "LC" or "L.C." If the company provides professional services, the name must include the word "Professional" o names. It is often wise to clearly explain the business of the limited liability company through the choice of name. In Michigan, a company name may be reserved for 6 months for a fee of $25. The namny name: 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 otheravailable information will save you time and trouble. Please note that you can also download state forms and fee schedules at http://www.michigan.gov/businessstartup/0,1607,7-1529738---,00.html. Compang all available information on organization of a business limited liability company in the State of Michigan, as state laws and fees charged for organization are subject to change. Having the latest s for LLC Pre-Organization Worksheet - Michigan Address of state limited liability company department: The address is listed on the Worksheet. You should write to this department immediately, requestiontract, 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. Instructionamages (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 cnc, 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 dr 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, Ie 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 express oations Division or visit their website at http://www.michigan.gov/businessstartup. Disclaimer No Attorney-Client relationship is created by use of these materials. FindLegalForms, Inc. does not providre-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 Corpor 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 Worksheet Pt 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 principalssions 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 difficulmong 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 discusty company's purpose, structure and governance prior to organization within the State of Michigan. The process of preparing this worksheet will also help uncover any potential differences of opinion aInformation LLC Pre-Organization Kit ­ Michigan Provided under agreement with copyright holder, © Nova Publishing Company 2004 This kit provides tools for determining the details of a limited liabili Michigan