$59.95

Add to cart

Michigan _____________, Manager By: _____________________________ ____________________________, Member 11 WHEREOF, the sole Member has hereunto executed this Agreement as of the day and year first above written. __________________________________________ By: _____________________________ _______________clude or waive the right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the parties may have by law, statute, ordinance or otherwise. IN WITNESS al violation. Section 8.10. Rights and Remedies Cumulative The rights and remedies provided by this Operating Agreement are cumulative and the use of any one right or remedy by any party shall not prestrict performance of any covenant or condition of this Operating Agreement shall not prevent a subsequent act, which would have originally constituted a violation, from having the effect of an origin powers of attorney and other instruments necessary to comply with any laws, rules, or regulations. Section 8.9. Waiver The failure of any party to seek redress for violation of or to insist upon the epresentatives, successors, and assigns. Section 8.8. Execution of Additional Instruments Each Member hereby agrees to execute such other and further statements of interest and holdings, designations, terms, provisions, and agreements herein contained shall be binding upon and inure to the benefit of the parties hereto and, to the extent permitted by this Agreement, their respective heirs, legal rme to time only by a written instrument adopted by the Member(s) and approved and executed by all Members of the Company. 10 Section 8.7. Heirs, Successors and Assigns Each and all of the covenants,ny reason whatsoever, the illegality or invalidity shall not affect the validity of the remainder of this Operating Agreement. Section 8.6. Amendments This Agreement may be amended or modified from tion of any provision of this Operating Agreement. Section 8.5. Severability Every provision of this Operating Agreement is intended to be severable. If any term or provision is illegal or invalid for aill include all provisions concerned. Section 8.4. Headings All headings herein are inserted only for convenience and ease of reference and are not to be considered in the construction or interpretatito the masculine, feminine, neuter, singular and plural, as the identity of the person or persons, firm or corporation may in the context require. Any reference to the Code or other statutes or laws wties hereunder will be governed by, interpreted, and enforced in accordance with the laws of the State of _______________________. Section 8.3. Terms Common nouns and pronouns will be deemed to refer in this Operating Agreement of the Articles of Organization shall be binding on the Members or have any force or effect whatsoever. Section 8.2. Governing Law This Agreement and the rights of the parhereof. This Operating Agreement and the Articles of Organization supersede all prior written and oral statements or agreements and no representation, statement, or condition or warranty not containedn 8.1. Complete Agreement This Operating Agreement and the Articles of Organization of the Company constitute the complete and exclusive statement among the Members with respect to the subject matter an the end of the Company's fiscal year during which the liquidation of the Company occurs or within ninety (90) days after the date of the liquidation. 9 ARTICLE VIII - ADDITIONAL PROVISIONS Sectioobligations of the Company; and, (iii) to the Members in proportion to and to the extent of the balances of their Capital Accounts. All distributions pursuant to clause (iii) shall be made no later thorder of priority. (i) to the payment of debts and liabilities of the Company which are properly due and owing; (ii) to the settling up of reserves to disburse in payment of contingent liabilities or eds from the liquidation of the assets of the Company, the proceeds from the collection of the receivables of the Company, and the assets distributed in kind shall all be distributed in the following the proceeds, the Members shall file articles of dissolution with the Secretary of State's Office in and for the State of ______________________________. Section 7.4. Proceeds of Liquidation The proced to reflect the manner in which the gain or loss would have been allocated if the property had been sold at its assigned values. Upon completion of the liquidation of the Company and distribution of mine the gain or loss that would have resulted if the property were sold, and the capital accounts of the Members that have been maintained in accordance with this Operating Agreement shall be adjustege of its liabilities to minimize losses that might otherwise occur in connection with the liquidation. Upon liquidation and winding up of the Company, unsold Company property shall be valued to deterroceeds of liquidation in the order of priority provided in Section 7.4 of this Article VII. A reasonable time shall be allowed for the orderly liquidation of the assets of the Company and the dischar winding up its affairs in accordance with the Act. Section 7.3. Procedure Upon Liquidation Upon the dissolution of the Company, the Member(s) shall liquidate the assets of the Company and apply the pction 7.2 Continued Existence for Purposes of Winding Up The Company shall continue to exist after the happening of any of the events set forth in Section 7.1 of this Article solely for the purpose ofess there are at least two remaining Members, or the sole Member, and within 90 days of the occurrence of any such event all of the remaining Members consent to the continuation of the Company. 8 Seh Member's company interest and the admission of the transferee as a substitute Member, or (3) or any other event that terminates the continued membership of a Member in the Company under the Act, unlhe first to occur of the following: (1) the death, bankruptcy (as hereinafter defined), adjudication of incompetency or insanity, or withdrawal of any member, (2) the assignment by a Member of all suc person to so serve until the interests and the capital account of the deceased or disabled sole Member have been transferred or distributed. (ii)The Company shall be dissolved upon, but not before, tent, and the sole Member has not theretofore appointed a Manager who is then willing to act, then the personal representative of the estate of the sole Member may act as Manager hereunder or appoint aATION AND WINDING UP OF THE COMPANY Section 7.1. Events Causing Dissolution (i) Upon the death or disability of the sole Member, if the Member continues to be the sole Member at the time of such an evnowledge in writing all of the terms and provisions of this Operating Agreement or of any other operating agreement of the Company and must agree to be bound thereby. ARTICLE VII - DISSOLUTION, TERMINle to the majority in interest of the Member(s) may become a Member of the Company for such consideration as the Member(s) by their majority in interest shall determine. Any additional Member must ackn the Company shall not become a Member of the Company except as provided for in Section 6.2 of this Article VI. Section 6.2. Additional Members After the formation of the Company, any person acceptabber shall have any right to sell, transfer, or assign an interest in the Company without the written consent and approval of all of the Members. The purchaser, transferee, or assignee of an interest iion 5.5. Accounting Period The Company's accounting period shall be the calendar year. ARTICLE VI - TRANSFERABILITY OF MEMBER INTERESTS Section 6.1. Restrictions on Transferability of Interests No Memmber(s) on account of their contributions. 7 Section 5.4. Accounting Method The books and records of account of the Company shall be maintained in accordance with the cash method of accounting. Sectpon Distributions No distribution shall be declared and paid unless, after the distribution is made, the assets of the Company are in excess of all liabilities of the Company, except liabilities to Mespect to any payment or distribution to the Member(s) from the Company shall be treated as amounts distributed to the relevant Member or Members pursuant to this Section 5.2. Section 5.3. Limitation Ustribution. All distributions shall be made at such time as is determined by the Member(s) of the Company. All amounts withheld pursuant to the Code or any provisions of state or local tax law with rerovided otherwise in this Agreement, all distributions of cash or other property shall be made to the Company Member(s) in proportion to their percentage interests in the Company on the date of the diision of this Agreement to the contrary, each Member shall share the profits and losses of the Company in proportion to their percentage interest in the Company. Section 5.2. Distributions Except as pntaining capital accounts shall not materially alter the economic agreement between or among the Members. ARTICLE V - ALLOCATIONS AND DISTRIBUTIONS Section 5.1. Profits and Losses Subject to any provcontrary contained in the preceding provisions of this Article IV, the method in which the capital accounts are maintained shall be so modified; provided, however, that any change in the manner of maits are to be maintained pursuant to this Operating Agreement should be modified in order to comply with Section 704(b) of the Code and the Regulations thereunder, then notwithstanding anything to the e Treasury Regulations promulgated thereunder and shall be interpreted and applied in a manner consistent therewith. If, in the opinion of the Company's accountants, the manner in which capital accoune other provisions of this Operating Agreement relating to the maintenance of capital accounts are intended to comply with Section 704(b) of the Internal Revenue Code of 1986, as amended and applicablate net adjustment and the resulting gain or loss allocated among the Members in accordance with this Agreement. Section 4.3. Compliance with Section 704(b) of the Code The foregoing provisions and the gross asset values of the Company assets are adjusted pursuant to this Agreement or any amendments thereto, the capital accounts of all Members shall be adjusted simultaneously to reflect the aggregCode, and (4) allocations to the account of such Member of Company loss and deduction as set forth in such Regulations, taking into account adjustments to reflect book value. 6 (iii) In the event th liabilities secured by such distributed property that such Member is considered to assume or take subject to), (3) allocations to such Member of expenditures described in Section 705(a)(2)(B) of the ccount shall be debited by: (1) the amount of cash distributed to such Member in accordance with this Agreement, (2) the fair market value of property distributed to such Member by the Company (net ofntributed property that the Company is considered to assume or take subject to), and 4) allocations to such Member of income described in Section 705(a)(1)(B) of the Code. (ii) Each Member's capital aits allocated to such Member in accordance with the provisions of this Agreement, (3) the fair market value of property contributed by such Member to the Company (net of liabilities secured by such copplicable provisions of the Federal Treasury Regulations: (i) Each Member's capital account shall be increased by: (1) such Member's capital contributions, (2) such Member's distributive share of profibution. Section 4.2. Capital Accounts If additional Members shall become a part of the Company, a separate capital account shall be established and maintained for each Member in accordance with the as The sole Member agrees to transfer the assets of Member's sole proprietorship, _______________________, as outlined on the attached Exhibit, which shall constitute the Member's initial capital contrajority of the Members individually or collectively consent in writing to such action. (ii) (iii) ARTICLE IV - CONTRIBUTIONS TO CAPITAL AND CAPITAL ACCOUNTS Section 4.1. Initial Capital Contributionnstitute a quorum for the transaction of business at any meeting of the Members.\ Any action required or permitted to be taken by the Members under this Agreement may be taken without a meeting if a mof the meeting at least 48 hours prior to the time of the holding of the meeting. The notice shall reasonably specify the purpose, location, and time of the meeting. A majority of the Members shall coevent that the Members wish to hold a formal meeting for any reason, the following procedures shall apply: (i) Any two Members may call a meeting of the Members by giving notice of the time and place or more informal consultations followed by agreement among a majority of 5 Members, provided that all such Members are consulted, or by a written consent signed by a majority of the Members. In the ed that this Section 3.4 shall not apply to loans that a Member has made to the Company. Section 3.5. Meetings The Members are not required to hold meetings, and decisions may be reached through one se. Section 3.4. Priority and Return of Capital No Member shall have priority over any other Member, with respect to the return of capital contributions or to profits, losses, or distributions; providns and reports, and copies of all financial statements. Upon reasonable request, a Member shall have the right, during ordinary business hours-, to inspect such Company documents at the Member's expenior operating agreements no longer in effect, written agreements by a Member to make a capital contribution or a loan to the Company, copies of the Company's federal, state, and local income tax returation initially filed with the Secretary of State for the State of ____________________, copies of this Operating Agreement, together with any supplements, modifications, or amendments thereto, any prd office, during the term of the Company, and for five (5) years thereafter, all accounts, books, and other relevant Company documents, including, but not limited to, a copy of the Articles of Organizy from Members to Managers; and, (ix) The continuation of the Company after an event causing dissolution Section 3.3. Company Books The Member(s) shall maintain and preserve at the Company's registeressible for the Company to carry on its ordinary course of business; (vii) Amendment of this Operating Agreement; (viii) Amendment of the Articles of Organization to change the management of the Compan Company; (iii) Disposal of the goodwill of the Company; (iv) Submission of a claim of the Company to arbitration; (v) (v) Confession of a judgment; (vi) Commission of any act which would make it impon consent of the majority in interest of the Company Members: (i) (ii) The sale of all or substantially all assets of the Company; A mortgage or encumbrance upon all or substantially all assets of thembers who have not become disassociated with the Company shall be entitled to vote on any matter submitted to a vote of the Members. Notwithstanding the foregoing, the following actions require writte and obligations of the Company shall be limited as set forth in the ____________________ Limited Liability Company Act and other applicable law. 4 Section 3.2. Member's Management Rights Company Meon(s) or entities; (viii) the indemnification of Members or any other person. ARTICLE III - RIGHTS AND DUTIES OF COMPANY MEMBERS Section 3.1. Limitation of Liability Each Member's liability for debtsot an agreement to pay such compensation was made before such services were rendered; (vii) the participation in partnership agreements, joint ventures, or other associations of any kind with any persishment of their compensation; (vi) the payment of compensation, or additional compensation to any or all Members, and employees on account of services previously rendered to the Company, whether or nt and holding of property as security for repayment, including the loaning of money to Company Members, employees, and agents; (v) the appointment of employees and agents of the Company and the establ wherever located; (iii) the sale, conveyance, mortgage, pledge, lease, exchange, and other disposition of property; (iv) the lending of money, investment and reinvestment of Company funds, and receipof its obligations by mortgage or pledge of any of its property or income; (ii) the purchase, receipt, lease or other acquisition, ownership, holding, improvement, use and other dealing with property,t limited to the following actions: (i) the entering into contracts and guarantees: incurring of liabilities; borrowing money, issuance of notes, bonds, and other obligations; and the securing of any ion 1.11 shall have the authority to bind the Company. Each Member shall have the power to do all things necessary or convenient to carry out the business and affairs of the Company, including, but noerwise restrict or limit in the document appointing the "Manager". 3 Section 2.3. Binding Authority of Member(s) The parties hereto hereby agree that only the Member(s) designated in Article I, Sect business in the event of illness, disability, or death. This "Manager" shall have the rights, powers, and obligations granted or created herein to the sole Member, except as the sole Member shall othhall serve as the Manager of the Company. Section 2.2 Appointment of Substitute Manager The Sole Member shall have the right to appoint a substitute "Manager" to operate the Company and to conduct its_________________ _____________________________________ ARTICLE II - MANAGEMENT OF COMPANY Section 2.1. Management Vested in Member(s) The Company shall be managed by its Member(s). The sole Member s companies may be formed under the laws of the State of ___________________. Section 1.11. Company Member(s) The name and address of the Member(s) of this Company is/are as follows: Name Address ____ Business The object and purpose of the Company and the general nature of the business its proposes to transact shall include all transactions of any or all lawful business for which limited liabilityany Offices. The Company may have other offices at such places within and without the State of __________________ as the Member(s) of the Company may determine from time to time. Section 1.10. Companyfor service of process and the registered office of the Company shall be as follows: ______________________________________ ___________________________________________________. Section 1.9. Other Comprincipal executive office of the Company shall be at _______________ _________________________________________. 2 Section 1.8. Registered Agent and Registered Office of Company The registered agent e Articles of Organization, or unless the Company is dissolved and its affairs wound up in accordance with the Act or this Operating Agreement. Section 1.7. Principal Executive Office of Company The p and this Operating Agreement thirty (30) years following the effective date specified above, unless the term of the Company existence shall be extended by amendment to this Operating Agreement and theptance by the Secretary of State for the State of __________________________. Section 1.6. Term of Company Existence The Company shall be dissolved and its affairs wound up in accordance with the Act shall be conducted under that name. Section 1.5. Effective Date of Agreement The Operating Agreement of this Company shall become effective upon the filing of the Articles of Organization and its accered to be valid from the effective date of such interpretation or amendment. Section 1.4. Name of Company The name of the Company is _________________________________, and all business of the Companynder the Act. In the event the Act is subsequently amended or interpreted in such a way to make any provision of the Operating Agreement that was formerly invalid valid, such provision shall be considOperating Agreement is prohibited, invalid, or ineffective under the Act, the Operating Agreement shall be considered amended to the smallest degree possible in order to make the Agreement effective us executing this agreement hereby agree to the terms and conditions of this Operating Agreement, as it may from time to time be amended according to its terms. To the extent that any provision of the always be operated in a manner consistent with its treatment as a "sole proprietorship" or, if appropriate, a "partnership" for federal and state income tax purposes. Section 1.3. Agreement The partiethe __________________ Limited Liability Company Act (hereinafter referred to as the "Act"). 1 Section 1.2. Intent It is the intent of the parties to this Operating Agreement that the Company shall which is hereby acknowledged, it is agreed as follows: ARTICLE I - FORMATION Section 1.1. Organization The parties hereto hereby organize this limited liability company pursuant to the provisions of business and to provide for the operation of the Company; NOW, THEREFORE, in consideration of the mutual premises below, and other good and valuable consideration, the receipt and the sufficiency of sole proprietorship and intends through this Operating Agreement to transfer selected assets of such predecessor sole proprietorship to the Company; and, 3. Whereas the Member intends to operate theng Agreement ("Operating Agreement" or "Agreement") for the purpose of governing the Company, to and for the purpose described herein; 2. Whereas, the Member had operated the business heretofore as ating Agreement as the manager of the company (Manager) and as the sole Member of the Company ("Member"), hereby state as follows: WITNESSETH: 1. Whereas, the Member desires to enter into this Operatintered into as of __________, 2003 by and between _____________________________, a ______________ Limited Liability Company (the "Company") and ___________________, the one person executing this Operattorney should be consulted before negotiating a document with another party. 2 OPERATING AGREEMENT FOR ___________________________________ (Single Member LLC) THIS OPERATING AGREEMENT is made and e IMPORTANT: This form is not intended and is not a substitute for legal advice. This form should only be a starting point for you and should not be used without consulting with an attorney first. An any ­ e.g., $100.00. 15. Section 7.3 ­ insert the name of the State. 16. Section 8.2 ­ insert the name of the State. 17. The sole member should execute the agreement as both the Manager and the Member. name of the State. 14. Section 4.1 ­ if the Company does not succeed a sole proprietorship or other entity, specify any other capital contribution that may be made by the member to initiate the Compahe State. 10. Section 1.10 - insert the name of the State. 11. Section 1.11 ­ insert the name and address of the member(s). 12. Section 3.1 ­ insert the name of the State. 13. Section 3.3 ­ insert theoffice of the Company. 8. Section 1.8 ­ insert the name and address of the registered agent. CAUTION: in general a post office box is not acceptable to the State. 9. Section 1.9 - insert the name of tction 1.5 ­ insert the name of the State. 6. Section 1.6 ­ specify the duration of the company, i.e., for a specific number of years or perpetual. 7. Section 1.7 ­ insert the address of the principal n which it will operate, the name of the member who will manage the Company. 1 3. Section 1.1 ­ insert the name of the State. 4. Section 1.4 ­ insert the name of the Limited Liability Company. 5. Se company to be formed. This document is NOT filed with the State, but is an essential requirement for the operation of a Limited Liability Company. 2. Heading - insert the name of the Company, State iadapted to accommodate a multi-member company. It is possible to use the document "as is", but care needs to be taken to ensure that the language is appropriate for the operational requirements of thefollowing document is intended to serve as a guide for the preparation of the Operating Agreement. It is designed for a single member company, but it provides for additional members and can easily be re the Articles of Organization, which are to be filed with the Secretary of State. Note: You may get this form from FindLegalForms.com (under Limited Liability Company category). INSTRUCTIONS 1. The g and operation of a Limited Liability Company. 3. Prepare the Operating Agreement, a separate and essential document which is to be maintained at the office of the Limited Liability Company. 4. Prepaf Use found at findlegalforms.com CHECKLIST 1. Select a name for the business and check with the Secretary of State on the availability of the name. 2. Check on State statutory requirements for filinhese forms should only be a starting point for you and should not be used without consulting with an attorney first. [__] The purchase and use of these forms, is subject to the Disclaimers and Terms ofits your particular situation. You should also consult an attorney whenever a document is negotiated with another party. [__] These forms are not intended and are not a substitute for legal advice. TOPERATING AGREEMENT FOR A LIMITED LIABILITY COMPANY [__] Laws vary from time to time and from state to state. Before signing this document it may be wise to have an attorney review it to make sure it MichiganMichigan ________________________________ Signature of Secretary of the Meeting ___________________________________ Printed Name of Secretary of the Meeting Minutes of Annual Members Meeting 2 _______________ $_____________________________ $_____________________________ There being no further business, upon motion made and carried, the meeting was adjourned. Dated: ____________, 20 ___ ___ Name _________________________________________ _________________________________________ _________________________________________ 7. The following other business was transacted: Rate $_____________________________________________________ Minutes of Annual Members Meeting 1 6. Upon motion made and carried, the salaries of the managers were fixed for the term of one year at the following rates:rried, the following persons were elected as managers of this limited liability company for a term of one year: Name ________________________________________ ________________________________________ _____. Upon motion made and carried, the Annual Financial Report was approved and the Secretary was directed to attach a copy of the Annual Financial Report to these minutes. 5. Upon motion made and case minutes were approved. 4. An Annual Financial Report was presented that stated that as of _____________________, 20 ___, the limited liability company had a net profit of $ ________________________ a quorum was present. 3. The Secretary distributed copies of the minutes of the previous meeting of the members that had been held on ______________________, 20 ___. Upon motion made and carried, theporary Secretary of the meeting. 2. The Chairperson announced that the meeting had been duly called by the Organizers of the limited liability company, called the meeting to order, and determined that____________________________________________________________. 1. ___________________________ was elected as the temporary Chairperson of the meeting. ___________________________ was elected as the tem___________________________________________ all of whom are members of this limited liability company. Present also were the following people: _______________________________________ _____________________ o'clock ___. m., at __________________________________________________. Present at the meeting were the following people: _____________________________________ ___________________________________t 2 Minutes of Annual Members Meeting of _____________ The annual meeting of the members of this limited liability company was held on _________________________________________________, 20 ___, at _ny major items requiring member action Major purchases or leases (real estate or personal property) Lawsuits Loans Adjournment of meeting Date and signature on minutes Annual Members Meeting Checklisw current pension/profit-sharing plans Review accounts receivable Determination of necessity of collection procedures Review status of any outstanding loans Ascertainment of net profit Discussion of arent insurance coverage Review current Financial Statement 1 Annual Members Meeting Checklist ? ? ? ? ? ? ? ? ? ? ? ? ? Review current year-to-date income and expenses Review current salaries Revieed Date last Federal tax return filed Date last state annual report filed Date any other required reports/returns filed Date of last Financial Statement Review current employment agreements Review cureting Others present at meeting Officers presiding over meeting Calling of meeting to order and determination of quorum present Annual matters: ? ? ? ? ? ? ? ? Date of the last state tax return filg information should be covered and documented in the minutes of the annual members meeting: ? ? ? ? ? ? ? Name of limited liability company Date of meeting Location of meeting Members present at me (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. Annual Members Meeting Checklist The followin 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 liability, or tortiates, 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, but not limitedility, 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, partners, or affilse 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 warranties of merchantabwebsite for specific information for your state. Disclaimer No Attorney-Client relationship is created by use of these materials. FindLegalForms, Inc. does not provide legal advice. The purchase and uy state. However, there may be some state-specific guidelines and restrictions regarding the duties and responsibilities of limited liability company members. Please consult your Secretary of State's d in this kit is the following: · · First Members Meeting Checklist Sample Minutes of First Members Meeting NOTE: This kit includes materials generally applicable to limited liability companies in anecessary to the Articles of Organization or Operating Agreement Make any other annual decisions regarding the financial matters of the business Generally, review the operation of the company. Includes should, at a minimum, hold an annual meeting to handle any of the following business: · · · · Select managers for the coming year, if the company is to be run by managers Decide if any changes are nless the members as a group have previously authorized him or her to exercise that power). Although it is not required, it is a good idea to hold official meetings to transact company business. Memberd liability company's annual members meeting. The members of a limited liability company transact business as a group. Each individual member has no authority to bind the limited liability company (unInformation LLC Members Meeting (Annual Meeting) - Kit Provided under agreement with copyright holder, © Nova Publishing Company 2004 This kit provides tools and guidelines for conducting your limite MichiganMichigan _____________________________________ Signature of Secretary of the Meeting _____________________________________ Printed Name of Secretary of the Meeting Minutes of First Members Meeting 3 __________________________ basis. 12. The following other business was conducted: There being no further business, upon motion made and carried, the meeting was adjourned. Dated: ____________, 20 ___ fiscal year of this limited liability company shall begin on ________________________ and end on ________________________. This limited liability company shall report its income and expenses on a(n) eeting 2 Upon motion made and carried, the members AGREED that: The assets proposed for transfer are good and sufficient consideration. 11. Upon motion made and carried, the members AGREED that: Therty or Money _________________________ _________________________ _________________________ Ownership _______________________ _______________________ _______________________ Minutes of First Members Mlow to the limited liability company in exchange for the following shares of ownership in the limited liability company: Name ______________________ ______________________ ______________________ Propeis approved and adopted. A copy of this Operating Agreement is ordered to be attached to the minutes of this meeting. 10. The following persons have offered to transfer the property or money listed bemited liability company was presented at the meeting and read by each member. Upon motion made and carried, the members AGREED that: The proposed Operating Agreement of this limited liability company ried, it was agreed that the company would open a business checking account at the following banking institution: ______________________________ 9. A copy of the proposed Operating Agreement of the li______________ __________________________________ Reimbursement ___________________________________ ___________________________________ ___________________________________ 8. Upon motion made and caried, it was agreed that the organizers of the company be reimbursed, from company funds, the following amounts for organizational expenses: Name __________________________________ ________________________________________ __________________________________ Salary ___________________________________ ___________________________________ ___________________________________ 7. Upon motion made and carrUpon motion made and carried, the annual salaries of the managers were fixed at the following rates until the next annual meeting of the members: Name __________________________________ _______________________ __________________________________ __________________________________ Address ___________________________________ ___________________________________ ___________________________________ 6. Minutes of First Members Meeting 1 5. The following persons were elected as managers of the limited liability company to serve until the first annual members meeting: Name __________________________________, the organizers of this limited liability company, which were taken on behalf of the limited liability company, are approved, ratified, and adopted as acts of the limited liability company. f the company was ordered to be attached to the minutes of this meeting. 4. Upon motion made and carried, the members AGREED that: The joint and individual acts of ____________________ and ___________tate of _______________ on ___________, 20 ___, and that the organization of the company was effective as of ___________, 20 ___. Upon motion made and carried, a copy of the Articles of Organization oed liability company, called the meeting to order, and determined that a quorum was present. 3. The Chairperson reported that the Articles of Organization of the company had been duly filed with the Sson of the meeting. ___________________________ was elected as the temporary Secretary of the meeting. 2. The Chairperson announced that the meeting had been duly called by the Organizers of the limitlso present: _______________________________________ _____________________________________________________________________________. 1. ___________________________ was elected as the temporary Chairper____________________________________________ all of whom are designated as members of this limited liability company in the Articles of Organization of this company. The following other persons were a_____ o'clock ___. m., at __________________________________________________. Present at the meeting were the following people: _____________________________________ __________________________________t 2 Minutes of First Members Meeting of ________________ The first meeting of the members of this limited liability company was held on _________________________________________________, 20 ___, at al year dates Designation of accounting basis (cash or accrual basis) Documentation of any other necessary business Adjournment of meeting Date and signature on minutes First Members Meeting Checklises be reimbursed to organizers Authorization to open company bank account Approval of Operating Agreement First Members Meeting Checklist 1 ? ? ? ? ? ? Contributions of members Designation of fisc prior to effective date of organization of limited liability company Election of managers of limited liability company Decision on annual salaries of managers Direction that any organizational expensrganization filed with state Date of filing Effective date of organization of limited liability company Approval and ratification of any acts of organizers taken on behalf of limited liability companyhers present at meeting Name of temporary chairperson presiding over meeting Name of temporary secretary acting at meeting Calling of meeting to order and determination of quorum present Articles of O information should be covered and documented in the minutes of the first members meeting: ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? Name of limited liability company Date and location of meeting Members and ot (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. First Members Meeting Checklist The following 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 liability, or tortiates, 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, but not limitedility, 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, partners, or affilse 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 warranties of merchantabwebsite for specific information for your state. Disclaimer No Attorney-Client relationship is created by use of these materials. FindLegalForms, Inc. does not provide legal advice. The purchase and uy state. However, there may be some state-specific guidelines and restrictions regarding the duties and responsibilities of limited liability company members. Please consult your Secretary of State's in this kit are the following: · · First Members Meeting Checklist Sample Minutes of First Members Meeting NOTE: This kit includes materials generally applicable to limited liability companies in anss the members as a group have previously authorized him or her to exercise that power). Although it is not required, it is a good idea to hold official meetings to transact company business. Included liability company's first members meeting. The members of a limited liability company transact business as a group. Each individual member has no authority to bind the limited liability company (unleInformation LLC Members Meeting (First Meeting) - Kit Provided under agreement with copyright holder, © Nova Publishing Company 2004 This kit provides tools and guidelines for conducting your limited MichiganMichigan _________ Printed Name of Member ___________________________ Signature of Member ___________________________ Printed Name of Member Termination of Limited Liability Company Agreement 2 urt of law of competent jurisdiction, the rest of the Agreement shall remain in full force and effect. Dated _______________, 20___ ___________________________ Signature of Member __________________l agreements shall have no force or effect. This Agreement is governed by the laws of the State of ___________. If any portion of this Agreement is held to be invalid, void, or unenforceable by any coe is of the essence of this Agreement. This document is the entire Agreement between the members. Any attached papers that are referred to in this Agreement are part of this Agreement. Any alleged oraeffective unless it is in writing and signed by a majority of the members. This Agreement binds and benefits all members and any successors, inheritors, assigns, or representatives of the members. Timnds or assets that do not appear on the records of the limited liability company. 7. The limited liability company name shall be disposed of as follows: 8. No modification of this Agreement shall be the limited liability company in any way that does not appear on the records of the limited liability company, nor Termination of Limited Liability Company Agreement 1 has he or she received any fucapital accounts to the members in their proportionate share d. To any remaining assets to the members in their proportionate share. 6. Every member hereby represents that he or she has not obligated ties in the following order: a. To pay all the debts and obligations of the limited liability company b. To the members' income accounts to the members in their proportionate share c. To the members' le to an outside purchaser. The proceeds from the sale of the limited liability company assets, along with any limited liability company funds shall be applied to the limited liability company liabilihe members according to their proportionate shares. 5. Any limited liability company assets shall be sold. Any member shall have the right to purchase any limited liability company asset before any saate of the accounting, which shall be no later than ______________________, 20___. Any liabilities incurred or funds received by the limited liability company after this date shall be distributed to toceed to have an accounting made of all of the assets and liabilities of the limited liability company. The equities of the limited liability company creditors and members shall be determined on the de equal to its sale price. 3. The members agree that their proportionate shares of the assets and liabilities of the limited liability company are as follows: 4. The limited liability company shall prqual to the asset's value as shown on the financial records of the limited liability company. However, if an asset is sold, the members agree that that asset shall be deemed to have a fair market valu the limited liability company and, in general, wind up the limited liability company's affairs. 2. The members agree that each asset of the limited liability company has a present fair market value efter _______________, 20___, no member shall engage in any further limited liability company business nor incur any further limited liability company obligations, other than to liquidate the assets of__, and filed with the State of ______________, on ___________________, 20___. The above noted members agree to terminate their limited liability company under the following terms and conditions: 1. A_________________. It is intended to permanently terminate the limited liability company that was created by the Articles of Organization between the above parties that was dated ________________, 20__, 20___, by and between ____________________, of _______________, City of _____________, State of ________________, and _____________________, of ________________, City of ________________, State of _______________________________________ Termination Worksheet 2 Termination of Limited Liability Company Agreement This Termination of Limited Liability Company Agreement is made on _______________mited liability company business? _______________________________ What is the estimated date for the distribution of the final limited liability company assets? ________________________________________________ How much additional limited liability company funds will be distributed to each member? ______________________________________________________________________________ Who will wind up the li__________________________________ How much will be distributed to each member's income account? ________________________ How much will be distributed to each member's capital account? ____________________________________________________________________ What will be the remaining limited liability company assets after all limited liability company liabilities have been met? ______________________________________________________________________ Termination Worksheet 1 What is the value of all of the limited liability company liabilities, other than to members? _____ ______________________________________________________________________________________________ What is the liquidation or sale value of all of the limited liability company assets? ____________ ________________________________ What date is set for the sale/lease/liquidation of the limited liability company? ______________ What are the proportionate shares of profits and losses of each member? ___________________ _________purchase of limited liability company assets? ________________________________________________________________ What disposition will be made of the limited liability company name? ________________________________________________________________ Are these terms unanimously acceptable to the members? _______________________________ Will the limited liability company business be discontinued with no ld or leased to an existing member? ______________________________ If so, what are the proposed terms of the existing purchaser's offer to buy or lease the business? __________________________________business? ______________________________________________________________________________ Are these terms unanimously acceptable to the members? _______________________________ Is the business to be soss? ________________ Is an outside purchase or lease of the business involved? ________________________________ If so, what are the proposed terms of the outside purchaser's offer to buy or lease the mpany property? ______________________________ ______________________________________________________________________________ Does anyone hold a right of first refusal or option to purchase the busine liability company business: $ _____________________________________ Appraisal of limited liability company property: $ _____________________________________ Who will appraise the limited liability con Worksheet Date proposed for termination: ____________________________________________________ Reason for termination: __________________________________________________________ Valuation of limitedcontract, 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. Terminatiodamages (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, de 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 retary of State's website for further information on LLC dissolution in your state. Disclaimer No Attorney-Client relationship is created by use of these materials. FindLegalForms, Inc. does not provilimited liability company. In order to actually dissolve your limited liability company, you must file Articles of Dissolution with your state limited liability company department. Please see your Sec kit are the following: · · Termination Worksheet Sample Termination of Limited Liability Company Agreement Note: This kit includes materials that will aid you in deciding how to best terminate your ess situations to confront. This kit is designed to assist you in understanding the factors that will be important as you proceed to terminate your business limited liability company. Included in thisAgreement that will cover each aspect of dissolution of the business to each member's satisfaction. The termination of a business limited liability company is, perhaps, one of the most difficult businlity company to proceed as amicably as possible, it is wise to carefully consider all aspects of the impending end of the company and to draft a comprehensive Termination of Limited Liability Company a limited liability company. In many limited liability companies, there will come a time when the members will desire that the company cease to exist. In order for the dissolution of the limited liabiInformation Termination of Limited Liability Company - Kit Provided under agreement with copyright holder, © Nova Publishing Company 2004 This kit provides the tools for terminating the existence of MichiganMichigan 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 MichiganMichigan of Notary Public Notary Public, In and for the County of ____________________ State of ____________________ My commission expires: ____________________ Notary Seal Articles of Organization Form 3 anizers, who are known to me to be the person who subscribed his or her names to this document, and acknowledged that he or she did so for the purposes stated. _____________________________ Signature _______ Articles of Organization Form 2 Before me, on ______________, 20___, personally appeared _______________________, _________________________, and __________________________, named as the org___________, 20 _____ _____________________________ _____________________________ Signature of Registered Agent Printed Name of Registered Agent State of ______________________ County of _____________me of Organizer _____________________________ Printed Name of Organizer I acknowledge my appointment as registered agent of this limited liability company and accept the appointment. Dated: ____________________________________ Signature of Organizer _____________________________ Signature of Organizer _____________________________ Printed Name of Organizer _____________________________ Printed Napose of forming a business limited liability company under the laws of the State of _____________________. Dated: ____________________, 20 _____ _____________________________ Signature of Organizer ____ _____________________________________________________________________________. I certify that all of the facts stated in these Articles of Organization are true and correct and are made for the purny adopts the following additional articles: ______________________________________________________________________________ ____________________________________________________________________________) The Standard Industrial Code for the company is _______________. Article 14. (Optional) The Federal Employer Identification Number of the company is _______. Article 15. This limited liability compaing Agreement, upon any act that might otherwise cause the dissolution of the company or the dissociation of a member under the laws of the State of ____________________________. Article 13. (Optionale company reserves the right to admit new members at any time. Article 12. (Optional) The company reserves the right to continue without dissolution, under the terms as set forth in the company Operat__________________ _______________________________ _____________________________________________ _______________________________ _____________________________________________ Article 11. (Optional) Thaged by the following [members only/members and nonmember managers/nonmember managers only]: Articles of Organization Form 1 Name Address _______________________________ ________________________________________, State of _________________. Article 9. (Optional) The total amount of initial capitalization of this limited liability company is $______. Article 10. (Optional) The company will be many. Article 8. The initial address of the office of the registered agent of this limited liability company is ______________________________________, City of ____________________, in the County of ____bility company is _______________. By his or her signature at the end of this document, this person acknowledges acceptance of the responsibilities as registered agent of this limited liability compans _____________________________________________ _____________________________________________ _____________________________________________ Article 7. The initial registered agent of this limited lia names and addresses of the inital members of this limited liability company are as follows: Name _______________________________ _______________________________ _______________________________ Addres______________. Article 4. The duration of this limited liability company shall be perpetual. Article 5. The number of members of this limited liability company is ____________________. Article 6. Themited liability companies may be organized under the laws of the State of _____________________, and to have all powers that are afforded limited liability companies under the laws of the State of _____________________________________________________________________. Article 3. The purpose for which this limited liability company is organized is to transact any and all lawful business for which lization: Article 1. The name of the limited liability company is ________________________________ . Article 2. (Optional) The principal place of business of the company is _________________ ___________rsigned person(s), acting as Organizer(s) for the purpose of forming a business limited liability company under the laws of the State of ____________________, adopt(s) the following Articles of Organie supplied forms (the link can be found on page 4 of this packet ­ those forms have been either supplied by your state or have been designed to conform to your state's specific requirements). The undeed) Signature of Registered Agent Mary Celeste Printed Name of Registered Agent Sample Completed Articles of Organization 2 Articles of Organization of _____________________ (Please review the statotary Seal Mary Celeste Printed Name of Organizer I acknowledge my appointment as registered agent of this limited liability company and accept the appointment. Dated: June 4, 2006 Mary Celeste (signedged that she did so for the purposes stated. Andrea Doria (signed) Signature of Notary Public Notary Public, In and for the County of Inferior State of Superior My commission expires: June 5, 2008 Nerior County of Inferior Before me, on June 4, 2006, personally appeared Mary Celeste, named as the organizer, who is known to me to be the person who subscribed her name to this document, and acknowlrect and are made for the purpose of forming a business limited liability company under the laws of the State of Superior. Dated: June 4, 2000 Mary Celeste (signed) Signature of Organizer State of Suppany is 44-1111111. Article 13. This limited liability company adopts the following additional articles: none. I certify that all of the facts stated in these Articles of Organization are true and core dissociation of a member under the laws of the State of Superior. Article 11. The Standard Industrial Code for the company is 6123. Article 12. The Federal Employer Identification Number of the company reserves the right to continues, without dissolution, under the terms as set forth in the company Operating Agreement, upon any act that might otherwise cause the dissolution of the company or thCeleste John Celeste 1234 Main Street, Capitol City, Superior 1234 Main Street, Capitol City, Superior Article 9. The company reserves the right to admit new members at any time. Article 10. The comunt of initial capitalization of this limited liability company is $1,000. Article 8. The company will be managed by the following members whose names and addresses are as follows: Name Address Mary nitial address of the office of the registered agent of this limited liability company is 1234 Main Street, City of Capitol City, in the County of Inferior, State of Superior. Article 7. The total amo Celeste 1234 Main Street, Capitol City, Superior 1234 Main Street, Capitol City, Superior Article 5. The initial registered agent of this limited liability company is Mary Celeste. Article 6. The is limited liability company shall be perpetual. Article 4. The total number of initial members of this company is two (2), and their names and addresses are as follows: Name Address Mary Celeste Johnay be organized under the laws of the State of Superior, and to have all powers that are afforded to limited liability companies under the laws of the State of Superior. Article 3. The duration of thiany is ABCXYZ Limited Liability Company. Article 2. The purpose for which this limited liability company is organized is to transact any and all lawful business for which limited liability companies mor the purpose of forming a business limited liability company under the laws of the State of Superior, adopts the following Articles of Organization: Article 1. The name of the limited liability comps and Instructions for Articles of Organization 6 Sample Completed Articles of Organization Articles of Organization of ABCXYZ Limited Liability Company The undersigned person, acting as organizer f___________ Signature of Notary Public Notary Public, In and for the County of ____________________ State of ____________________ My commission expires: ____________________ Notary Seal Sample Clause____, named as the organizers, who are known to me to be the person who subscribed his or her names to this document, and acknowledged that he or she did so for the purposes stated. __________________d Agent State of ______________________ County of ____________________ Before me, on ______________, 20___, personally appeared _________________, _________________________, and ______________________ liability company and accept the appointment. Dated: ____________________, 20 _____ _____________________________ _____________________________ Signature of Registered Agent Printed Name of Registerented Name of Organizer _____________________________ Printed Name of Organizer _____________________________ Printed Name of Organizer I acknowledge my appointment as registered agent of this limited0 _____ _____________________________ Signature of Organizer _____________________________ Signature of Organizer _____________________________ Signature of Organizer _____________________________ Prin these Articles of Organization are true and correct and are made for the purpose of forming a business limited liability company under the laws of the State of XXXXXX. Dated: ____________________, 2tance of the responsibilities of this job. This should be signed in front of a notary public. Sample Clauses and Instructions for Articles of Organization 5 I certify that all of the facts stated i___________ Closing and Signatures This clause provides a statement certifying that the facts as stated are true and correct. It also provides for the registered agent to sign acknowledging his accep_____________________________________________________ ______________________________________________________________________________ ___________________________________________________________________ desired. Article 15. This limited liability company adopts the following additional articles: ______________________________________________________________________________ _________________________tification Number. Article 14. The Federal Employer Identification Number of the company is ________________. Additional Articles This clause may be used to adopt any additional articles that may bede for the company is _______________. Federal Employer Identification Number (Optional) This clause, which is not required in most states, provides the state with your FEIN, or Federal Employer Identional) In this clause, list the SIC, or Standard Industrial Code, for the company. Please contact the Secretary of State's office for the listing of SIC codes. Article 13. The Standard Industrial Coause the dissolution of the company or the dissociation of a member under the laws of the State of XXXXX. Sample Clauses and Instructions for Articles of Organization 4 Standard Industrial Code (Opded with this packet). Article 12. The company reserves the right to continue without dissolution, under the terms as set forth in the company Operating Agreement, upon any act that might otherwise clause allows the company to reserve the right to continue, without dissolution, upon an act of dissolution or dissociation (for state specific requirements, please link to the free legal digest inclurements, please link to the free legal digest included with this packet). Article 11. The company reserves the right to admit new members at any time. Right of Company to Continue (Optional) This cy can reserve the right to admit new members. In some states, this information may instead be listed in the Operating Agreement of the limited liability company, if preferred (for state specific requi_______________________________________ _____________________________________________ Reservation of Right to Admit New Members (Optional) In this clause, which is optional in most states, the companthe following nonmember managers only: Name _______________________________ _______________________________ _______________________________ Address _____________________________________________ ___________ Address _____________________________________________ _____________________________________________ _____________________________________________ Or Article 10. The company will be managed by ization 3 Or Article 10. The company will be managed by the following members and nonmember managers: Name _______________________________ _______________________________ __________________________Address _____________________________________________ _____________________________________________ _____________________________________________ Sample Clauses and Instructions for Articles of Organy nonmember managers only. Article 10. The company will be managed by the following members only: Name _______________________________ _______________________________ _______________________________ ity company is $______. Management of the Company (Optional) Under this clause, you will outline whether the management of the company will be by members only, by members and nonmember managers, or b This clause refers to the amount of capital which will form the initial basis for operating the limited liability company. Article 9. The total amount of initial capitalization of this limited liabilnt of this limited liability company is ______________________________________, City of ____________________, in the County of _________________, State of _________________. Capitalization (Optional)be an actual place, usually the offices of the limited liability company. It may not be a post office box or other unmanned location. Article 8. The initial address of the office of the registered ageignature at the end of this document, this person acknowledges acceptance of the responsibilities as registered agent of this limited liability company. Address of Registered Agent This address must ity company. There is a place at the end of the Articles for the registered agent to sign. Article 7. The initial registered agent of this limited liability company is _______________. By his or her sice of process (summons, subpoena, etc.) can be served. This person must be an adult who is a resident of the state of organization. The usual choice is the main owner or manager of the limited liabil___________________________ Sample Clauses and Instructions for Articles of Organization 2 Name of Registered Agent The registered agent for a limited liability company is the person upon whom serv_________________ _______________________________ _______________________________ Address _____________________________________________ _____________________________________________ __________________ovides for listing the initial members of the limited liability company. Article 6. The names and addresses of the initial members of this limited liability company are as follows: Name ______________fic requirements as provided in the free legal digest. Article 5. The number of members of this limited liability company is ____________________. Name and Addresses of Initial Members This clause prific business reason to indicate otherwise, this is generally the safest choice. Article 4. The duration of this limited liability company shall be perpetual. Number of Members Check the state specimited Liability Company Most states allow for a perpetual duration for limited liability companies, meaning that the limited liability company can continue in existence forever. Unless there is a specbility companies may be organized under the laws of the State of XXXXXXXXX, and to have all powers that are afforded limited liability companies under the laws of the State of XXXXXXX. Duration of Lifree legal digest as described on page 3 of this packet). Article 3. The purpose for which this limited liability company is organized is to transact any and all lawful business for which limited liay and all lawful business for which limited liability companies may be organized under the Business Limited Liability Act of the State of XXXXXXX" (for state specific requirements, please link to the _______________ Sample Clauses and Instructions for Articles of Organization 1 Purpose and Powers of the Limited Liability Company Some states allows a general statement of purpose: "to transact anficient. It must be an actual street address. Article 2. The principal place of business of the company is ____________________________ ________________________________________________________________________ . Principal Place of Business (Optional) This should be the street address of the planned principal place of business of the limited liability company. Post office box addresses are not suf"L.L.C." (for state specific requirements, please link to the free legal digest as described on page 3 of this packet). Article 1. The name of the limited liability company is _______________________nancial institution. Finally, it must generally contain an indication that the business is a limited liability company, for example the words "Limited Liability Company" or the abbreviations "LLC" or . It should not be confusingly similar to any other business name in use within your state. In addition, it should not contain any terms that might lead people to believe that it is a government or filiability company under the laws of the State of XXXXXXX, adopt(s) the following Articles of Organization: Name of Limited Liability Company The name of the limited liability company should be uniquebelow under "Name of Limited Liability Company"). Articles of Organization of ________________________ The undersigned person(s), acting as Organizer(s) for the purpose of forming a business limited icles of Organization Title and Introduction Check with your state limited liability company department for any changes to this clause. The name of the company should include the LLC designation (see ww.findlegalforms.com/public/LLC/ARTORG-WV.pdf http://www.findlegalforms.com/public/LLC/ARTORG-WI.pdf http://www.findlegalforms.com/public/LLC/ARTORG-WY.pdf 2 Sample Clauses and Instructions for Artpublic/LLC/ARTORG-VT.pdf http://www.findlegalforms.com/public/LLC/ARTORG1-VA.pdf http://www.findlegalforms.com/public/LLC/ARTORG2-VA.pdf http://www.findlegalforms.com/public/LLC/ARTORG-WA.pdf http://w.pdf http://www.findlegalforms.com/public/LLC/ARTORG-TN.pdf http://www.findlegalforms.com/public/LLC/ARTORG-TX.pdf http://www.findlegalforms.com/public/LLC/ARTORG-UT.pdf http://www.findlegalforms.com/ington West Virginia Wisconsin Wyoming http://www.findlegalforms.com/public/LLC/ARTORG-RI.pdf http://www.findlegalforms.com/public/LLC/ARTORG-SC.pdf http://www.findlegalforms.com/public/LLC/ARTORG-SDK.pdf http://www.findlegalforms.com/public/LLC/ARTORG-OR.pdf http://www.findlegalforms.com/public/LLC/ARTORG-PA.pdf Rhode Island South Carolina South Dakota Tennessee Texas Utah Vermont Virginia Washlegalforms.com/public/LLC/ARTORG2-NC.pdf http://www.findlegalforms.com/public/LLC/ARTORG-ND.pdf http://www.findlegalforms.com/public/LLC/ARTORG-OH.pdf http://www.findlegalforms.com/public/LLC/ARTORG-O/LLC/ARTORG-NJ.pdf http://www.findlegalforms.com/public/LLC/ARTORG-NM.pdf http://www.findlegalforms.com/public/LLC/ARTORG-NY.pdf http://www.findlegalforms.com/public/LLC/ARTORG1-NC.pdf http://www.findttp://www.findlegalforms.com/public/LLC/ARTORG-NE.pdf http://www.findlegalforms.com/public/LLC/ARTORG-NV.pdf http://www.findlegalforms.com/public/LLC/ARTORG-NH.pdf http://www.findlegalforms.com/publicorms.com/public/LLC/ARTORG-MN.pdf http://www.findlegalforms.com/public/LLC/ARTORG-MS.pdf http://www.findlegalforms.com/public/LLC/ARTORG-MO.pdf http://www.findlegalforms.com/public/LLC/ARTORG-MT.pdf hARTORG-ME.pdf http://www.findlegalforms.com/public/LLC/ARTORG-MD.pdf http://www.findlegalforms.com/public/LLC/ARTORG-MA.pdf http://www.findlegalforms.com/public/LLC/ARTORG-MI.pdf http://www.findlegalf/www.findlegalforms.com/public/LLC/ARTORG-KS.pdf http://www.findlegalforms.com/public/LLC/ARTORG-KY.pdf http://www.findlegalforms.com/public/LLC/ARTORG-LA.pdf http://www.findlegalforms.com/public/LLC/com/public/LLC/ARTORG-ID.pdf http://www.findlegalforms.com/public/LLC/ARTORG-IL.pdf http://www.findlegalforms.com/public/LLC/ARTORG-IN.pdf http://www.findlegalforms.com/public/LLC/ARTORG-IA.pdf http:/FL.pdf http://www.findlegalforms.com/public/LLC/ARTORG1-GA.pdf http://www.findlegalforms.com/public/LLC/ARTORG2-GA.pdf http://www.findlegalforms.com/public/LLC/ARTORG-HI.pdf http://www.findlegalforms.ndlegalforms.com/public/LLC/ARTORG-CT.pdf http://www.findlegalforms.com/public/LLC/ARTORG-DE.pdf http://www.findlegalforms.com/public/LLC/ARTORG-DC.pdf http://www.findlegalforms.com/public/LLC/ARTORG-m/public/LLC/ARTORG-AZ.pdf http://www.findlegalforms.com/public/LLC/ARTORG-AR.pdf http://www.findlegalforms.com/public/LLC/ARTORG-CA.pdf Click here to link to the Colorado state website. http://www.fi Carolina North Dakota Ohio Oklahoma Oregon Pennsylvania Link http://www.findlegalforms.com/public/LLC/ARTORG-AL.pdf http://www.findlegalforms.com/public/LLC/ARTORG-Ak.pdf http://www.findlegalforms.coii Idaho Illinois Indiana Iowa Kansas Kentucky Louisiana Maine Maryland Massachusetts Michigan Minnesota Mississippi Missouri Montana Nebraska Nevada New Hampshire New Jersey New Mexico New York Northr state's specific requirements. Just click on the applicable state link below. State Alabama Alaska Arizona Arkansas California Colorado Connecticut Delaware District of Columbia Florida Georgia HawaSUPPLIED FORM OF ARTICLES OF ORGANIZATION: You can download state supplied forms (which we have altered so that you can complete them on your computer) or forms designed to specifically conform to youGEST: You can view a free legal digest which will provide additional information and state specific requirements (e.g. minimum member requirements, naming requirements, etc.) by clicking here. STATE mally requires the payment of a fee. For these reasons, it is often a good idea to put only those items in the original Articles that are unlikely to require changes in the near future. FREE LEGAL DIcles of Organization may be amended at any time. However, this generally requires a formal filing with the state and the issuance of a Certificate of Amendment of Articles of Organization. It also noreverything is in order, the business will officially be organized and able to begin to conduct business as a limited liability company entity. A completed sample Articles is included in this kit. Artirements have been fulfilled and that the fee has been paid. If there is a problem, the Articles will be returned with an explanation of the difficulty. Correct the problem and refile the Articles. If Upon receipt, the state department will check for duplication or confusing conflicts with the names of any other registered company. They will also check to be certain that all of the statutory requie properly signed. Although not required by all states, the form in this kit is designed to be notarized. The signed Articles and the appropriate fee should be sent to the Secretary of State's office.added to statesupplied forms where necessary. For a copy of the state supplied form of the Articles of Organization, please follow the instructions at the bottom of this page. The Articles must then be state-supplied form to aid you in drafting your company's Articles. If state-supplied documents are used, fill them in with the information you have prepared using this kit. Optional clauses may be ave included all of the necessary information for your state. Once you have chosen the clauses you will use, fill in the article numbers consecutively, and print the final version. You may also use th("Articles"). An explanation is also provided for each clause. You should also check any information that you have received from the state limited liability company department to be certain that you hrganization (also known as a Certificate of Formation) This kit contains sample clauses for preparing your company's Articles of Organization (also sometimes referred to as a Certificate of Formation)Optional) Federal Employer Identification Number [FEIN] for the company (Optional) The signature(s) of the organizer(s) The signature of the registered agent Instructions for Completing Articles of Oation of the right to admit new members (Optional) Right of the company to continue business following an act of dissolution or dissociation (Optional) Standard Industrial Code [SIC] for the company ( of the limited liability company Amount of initial and future contributions to capital of the limited liability company (Optional) Provisions outlining the management of the company (Optional) Reservliability company The duration of the limited liability company The name and address of each member The name of the registered agent of the limited liability company The office of the registered agentare mandatory or optional for Articles of Organization. The name of the limited liability company The principal place of business of the company (Optional) The purpose of the limited s that are required to be noted in the Articles of Organization. The articles may also include many other details of the limited liability company's existence. Following is a checklist of items which nce or otherwise) arising in any way out of the use of these materials. An attorney should be consulted for all serious legal matters. 2 Articles of Organization Checklist There are a number of item 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 liability, or tort (including negligeoviders, authors or publishers of the forms, be responsible or liable for any direct, indirect, incidental, special, exemplary, or consequential damages (including, but not limited to, procurement ofr 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, partners, or affiliates, or ii) the prs 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 warranties of merchantability, suitability o by hand or on a typewriter. Disclaimer No Attorney-Client relationship is created by use of these materials. FindLegalForms, Inc. does not provide legal advice. The purchase and use of these material Some of the forms for which links have been provided may be in Adobe Acrobat PDF format. You will need a free Adobe Acrobat Viewer to view and use them. PDF forms usually have to be either filled outte specific requirements. General Instructions for completing Articles of Organization Sample Clauses with Instructions Completed Sample Articles of Organization General Articles of Organization Form s of Organization Checklist Link to a legal directory with additional state specific information regarding Limited Liability Companies Links to state specific forms or forms designed to conform to sta Until the state has accepted the articles, the organizers are not shielded from liability by the limited liability company form. Included in this packet are the following items: · · · · · · · Articleiling of the Articles of Organization, payment of the proper fee, and acceptance by the state limited liability company department, the limited liability company officially begins its legal existence.lity company. The name, purpose, owners, registered agent, address, and other vital facts relating to the existence of the limited liability company are filed with the state by using this form. Upon fany is the Articles of Organization. This form outlines the basic structure of the limited liability company and details those matters that are relevant to the public registration of the limited liabiand drafting a limited liability company's Articles of Organization for your state (also sometimes referred to as a Certificate of Formation). The central legal document for any limited liability compInformation Articles of Organization Kit Provided under agreement with copyright holder, © Nova Publishing Company 2006 This packet includes instructions and materials that will aid you in preparing MichiganMichigan of Member Termination of Limited Liability Company Agreement 1 confirmed. _______________________________ Signature of Member _______________________________ Name of Member _______________________________ Signature of Member _______________________________ Namellows: All other portions of the original Operating Agreement dated _______________, 20____, not changed by this Amendment to Operating Agreement remain in full force and effect and are ratified and g Agreement of _______________________________, a limited liability company organized under the laws of the State of ______________. The above-noted Operating Agreement is hereby amended to read as fod be consulted for all serious legal matters. Amendment to Operating Agreement This Amendment to Operating Agreement is made on ______________, 20___. It is intended to permanently amend the Operatinowever caused and on any theory of liability, whether in contract, strict liability, or tort (including negligence or otherwise) arising in any way out of the use of these materials. An attorney shouldirect, incidental, special, exemplary, or consequential damages (including, but not limited to, procurement of substitute goods or services; loss of use, data, or profits; or business interruption) hd at your own risk. In no event will: i) FindLegalForms, Inc, its agents, partners, or affiliates, or ii) the providers, authors or publishers of the forms, be responsible or liable for any direct, interials are provided "AS-IS." We do not give any express or implied warranties of merchantability, suitability or completeness for any of the materials for your particular needs. The materials are usee of these materials. FindLegalForms, Inc. does not provide legal advice. The purchase and use of these materials is subject to the "Disclaimers and Terms of Use" found at findlegalforms.com. These maate office in your state, please see the address list on our website, available at http://www.findlegalforms.com/public/sos_addresses.html. Disclaimer No Attorney-Client relationship is created by usrules of limited liability company law and liability. Contact the state office in your state to obtain information regarding amendments to your Operating Agreement. For the web address of the appropribers may agree to alter or amend the Operating Agreement in any manner as changed conditions may dictate. However, state law in all states restricts the right to change certain general conditions and Operating Agreement. At some time in the course of your limited liability company, changed conditions may require that you amend or alter certain portions of your Operating Agreement. In general, memInformation LLC - Amendment to Operating Agreement Provided under agreement with copyright holder, © Nova Publishing Company 2004 This packet will aid you in amending your Limited Liability Company's MichiganMichigan ________________ Signature of Member _______________________________ Name of Member Termination of Limited Liability Company Agreement 1 les of Organization remain in full force and effect and are ratified and confirmed. _______________________________ Signature of Member _______________________________ Name of Member _______________noted Articles of Organization are hereby amended to read as follows: All other portions of the original Articles of Organization dated _______________, 20____, not changed by this Amendment to Artic the Articles of Organization, filed on __________, 20___, on behalf of _______________________________, a limited liability company organized under the laws of the State of ______________. The above-ould be consulted for all serious legal matters. Amendment to Articles of Organization This Amendment to Articles of Organization is made on ______________, 20___. It is intended to permanently amend) however caused and on any theory of liability, whether in contract, strict liability, or tort (including negligence or otherwise) arising in any way out of the use of these materials. An attorney sh indirect, incidental, special, exemplary, or consequential damages (including, but not limited to, procurement of substitute goods or services; loss of use, data, or profits; or business interruptionused at your own risk. In no event will: i) FindLegalForms, Inc, its agents, partners, or affiliates, or ii) the providers, authors or publishers of the forms, be responsible or liable for any direct, materials are provided "AS-IS." We do not give any express or implied warranties of merchantability, suitability or completeness for any of the materials for your particular needs. The materials are use of these materials. FindLegalForms, Inc. does not provide legal advice. The purchase and use of these materials is subject to the "Disclaimers and Terms of Use" found at findlegalforms.com. Thesepriate office in your state, please see the address list on our website, available at http://www.findlegalforms.com/public/sos_addresses.html. Disclaimer No Attorney-Client relationship is created bynd rules of limited liability company law and liability. Contact the state office in your state to obtain information regarding amendments to Articles of Organization. For the web address of the appron general, members may agree to alter or amend the Articles in any manner as changed conditions may dictate. However, state law in all states restricts the right to change certain general conditions aany's Articles of Organization. At some time in the course of our limited liability company, changed conditions may require that you amend or alter certain portions of your Articles of Organization. IInformation LLC - Amendment to Articles of Organization Provided under agreement with copyright holder, © Nova Publishing Company 2004 This packet will aid you in amending your Limited Liability Comp Michigan