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Mississippi quired state forms tificate of Formation (mandatory, if applicable) Annual Company Reports (mandatory) Change of Address of Registered Agent (mandatory) Certificate of Dissolution (mandatory, if applicable) Any other reeaf binder) LLC Document Filing Checklist ­ Mississippi ? ? ? ? ? ? ? Application for Reservation of Limited Liability Company Name (if desired) Certificate of Formation (mandatory) Amendments to Cercountant Check state tax, employment, licensing, unemployment, and workers compensation requirements Check insurance requirements Prepare company accounting ledgers Prepare company record book (looselling with the state. Prepare Certificate of Formation Prepare Operating Agreement If desired, have attorney review Certificate of Formation prior to filing Review tax impact of organization with an ac? ? ? ? ? ? ? ? ? ? ? Write state limited liability company office for information Complete Pre-Organization Worksheet Check annual fees and filing requirements Reserve company name, if desired, by finanimous?): _________________________ ______________________________________________________________________________ LLC Pre-Organization Worksheet 4 LLC Pre-Organization Checklist ­ Mississippi ? Certificate of Formation (majority/%/unanimous?): _______________________ ______________________________________________________________________________ Amendments to Operating Agreement (majority/%/u___________________ New members: _________________________________________________________________ Termination of limited liability company: ____________________________________________ Amendments to rests: _________________________________________________ Expulsion of members: __________________________________________________________ Insurance needs: __________________________________________________ ___________________________________ Salary ________________________________________ ________________________________________ ________________________________________ Transfer of membership inte__________________________ 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 _________________________________ ___________________________________________ _________________________________ ___________________________________________ ___________existence (limited or perpetual?): __________________________________________ Proposed date to begin company business: ___________________________________________ Names and addresses of those who will__________________________________________________ Patents/copyrights/trademarks: ____________________________________________________ Organization Matters State of organization: Mississippi Company Purpose of limited liability company: _______________________________________________ ______________________________________________________________________________ State/local licenses required: _______________________________________________________________________ ______________________________________________________________________________ LLC Pre-Organization Worksheet 1 Type of Business _________________________ ______________________________________________________________________________ Other places of business: _________________________________________________________ ___________of business: ___________________________________________ ______________________________________________________________________________ Ownership of principal place of business (own or lease?): ______ss Address of principal place of business: ______________________________________________ ______________________________________________________________________________ Description of principal place ____________ Phone __________________________ __________________________ __________________________ __________________________ __________________________ __________________________ Location of Busine______ _______________________ _______________________ Address ________________________ ________________________ ________________________ ________________________ ________________________ __________________________________________________________ Parties Involved in Forming the Limited Liability Company Name _______________________ _______________________ _______________________ _________________ny First choice: ___________________________________________________________________ Alternate choices: _______________________________________________________________ ________________________________heet ­ Mississippi Name/Address of State Limited Liability Company Department: Mississippi Secretary of State Corporate Division Box 136 Jackson, MS 39205 Proposed Name of the Limited Liability Compang Agreement: Here should be the determination of how the limited liability company will amend its Operating Agreeme nt. Instructions for LLC Pre-Organization Worksheet 4 LLC Pre-Organization Works may wish to be considered. Amendments to Certificate of Formation: Here should be the determination of how the limited liability company will amend the Certificate of Formation. Amendments to Operatis and conditions for their entry. Termination of limited liability company: How will the company end? Here list any considerations relating to the dissolution of the limited liability company that youolicies. Also consider the need for the members or the company to provide the members with life and/or disability insurance. New members: Will new members be allowed in the company? Here note the termer the terms and conditions for the removal of members. Insurance: Under this heading, consider the types of insurance that you will need, ranging from general casualty to various business liability p the limited liability company to third parties. This may range from "not at all" to "freely" or may be unanimous or majority consent of the other members. Expulsion of members: Here you should considwork on behalf of the company. Transfer of membership interests: Under this listing, a decision should be noted as to whether and how members are to be allowed to transfer their ownership interests inembers: In this item, decide if you wish the company to have the ability to make loans directly to its members. Salaries to members: Here you should decide if the members will earn a salary for their f each proposed member to sign checks, borrow money in the company name, or sign documents in the name of the limited liability company. Instructions for LLC Pre-Organization Worksheet 3 Loans to m accounting type (cash or accrual) of the limited liability company should be chosen in advance. Please consult with a competent accounting professional. Financial authority: Here list the authority ormally set at a "majority" (more than 50 percent), although this figure can be set higher and can be made to be unanimous. Fiscal year and accounting type: For accounting purposes, the fiscal year andmbers is present at a meeting, this is the percentage of ownership shares of the limited liability company that must vote in the affirmative in order to officially pass any member business. This is noigure can be set higher. Annual members meeting: The date, time, and place of the annual members meeting should be specified. Required vote for member action: Once it is determined that a quorum of mehe limited liability company that must be represented at a members meeting in order to officially transact any company business. This is normally set at a "majority" (over 50 percent), although this fted liability company qualify for activities in another state, you are advised to consult a competent business attorney. Required quorum for members: This is the percentage of ownership of shares in tthority to Transact Business from the other state. In this context, a limited liability company from another state is referred to as a "foreign" limited liability company. If you desire that your limiy conduct business in a state other that the main state of organization, it is necessary to "qualify" the limited liability company in that state. This generally requires obtaining a Certificate of Aual or accounting); the cost of procuring the necessary supplies; and any other direct costs of the organization process. Out-of-state qualification: If the limited liability company desires to activelssippi is a filing fee of $50. (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 (legmpany accounts. Obtain from the bank the necessary bank resolution form, which will be signed by the members at the first members meeting. Cost of organization: The state fee for organization in Missime mbers, at which the company Operating Agreement will be officially adopted Proposed bank for company bank account: In advance of organization, you should determine the bank which will handle the cors only, note the decision here. Also note who will actually comprise the management of the company. Date of first members meeting: This will be the date proposed for holding the first meeting of the , note that here. Instructions for LLC Pre-Organization Worksheet 2 Management of the limited liability company: If the business is to be managed by members only, or members and managers, or managebution of profits and losses: Here decide how the limited liability company will distribute its profits and losses to each partner. If the company will retain a portion of the profits for reinvestmentin what proportions the profits and losses of the business will be distributed to the members. This may, but need not, be based on the amount of the contributions of the members to the company. Distrinitial indebtedness: If there is to be any initial indebtedness for the limited liability company, please list it here. Share of profits and losses: Under this heading is noted how the members decide the dates on which the contributions are to be made. Additional contributions by members: If there are to be planned additional member contributions of money, services, or property, list them here. Iited liability company upon its beginning business. This transfer will be in exchange for ownership interests in the limited liability company. This is also referred to as "paid-in capital." List alsoowner or the attorney of the limited liability company is selected as the registered agent. Initial Investment: This figure is the total amount of money or property that will be transferred to the limccept subpoenas or summons on behalf of the limited liability company). The person need not be a member of the limited liability company. The registered agent need not be a lawyer. Normally, the main as the registered agent of the limited liability company. All states require that a specific person be available as the agent of the limited liability company for the service of process (that is: to as and addresses be stated in the Certificate of Formation. Limited liability company's registered agent and address: Here you should list the name and actual street address of the person who will act mbers may be natural persons or business entities. Proposed members: Here you should list the names and addresses of the proposed members of the company. In Mississippi, it is required that these namermation. In Mississippi, organizers need not be a natural person, nor need they be a member. Number of members: In Mississippi, the minimum number of members for a limited liability company is one. Melayed up to 90 days from the filing of the Certificate of Formation, if so stated in the Certificate. Organizers: This should be the person (or persons) who will prepare and file the Certificate of Fonizers of your limited liability company will continue to be legally liable for any business conducted on behalf of the proposed limited liability company. In Mississippi, the effective date may be deiability company to begin its legal existence. Until this date (actually, until the Instructions for LLC Pre-Organization Worksheet 1 state formally approves the Certificate of Formation), the orgapetual (forever) or limited to a certain length. In virtually all cases, you should choose perpetual. Proposed date to begin company business: This should be the date on which you expect the limited ly should be noted here. State of organization: In general, the limited liability company should be organized in the state in which it will conduct business. Company existence: The choices here are pertypes of licenses required for your locality and business type. Patents/copyrights/trademarks: If patents, copyrights, or trademarks will need to be transferred into the limited liability company, the certain types of businesses will require health department approvals, state board licensing, or other forms of licenses. If necessary, check with a competent local attorney for details regarding the ype of business. Most states require obtaining a tax ID number and a retail, wholesale, or sales tax license. A Federal tax ID number must be obtained by all limited liability companies. Additionally,g the main activity of the business; for example, "to conduct any and all lawful business." State/local licenses required: Here you should note any specific requirements for licenses to operate your td liability company is homebased, this address should be the home address. Purpose of limited liability company: All states provide for the use of an "all-purpose" business purpose clause in describinning stages of the limited liability company. Principal place of business: This must be the address of the actual physical location of the main business. It may not be a post office box. If the limiteimited Liability Company" or the abbreviations "LLC" or "L.L.C." Parties involved: This listing should provide the names, addresses, and phone numbers of all of the people who are involved in the planen wise to clearly explain the business of the limited liability company through the choice of name. In Mississippi, a company name may be reserved for a fee of $25. The name must contain the words "Lction of a name is often crucial to the success of a limited liability company. The name must not conflict with any existing company names, nor must it be deceptively similar to other names. It is oftmation will save you time and trouble. Note that you can also download state forms and fee schedules at http://www.sos.state.ms.us/forms/forms.asp?TextOnly=NO&Unit=Corporations. Company name: The seleailable information on organization of a limited liability company in the State of Mississippi, as state laws and fees charged for organization are subject to change. Having the latest available infors for LLC Pre-Organization Worksheet - Mississippi Address of state limited liability company department: The address is listed on the Worksheet. You should write to this department, requesting all avontract, 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 o state's Secretary of State or visit their website at http://www.sos.state.ms.us. Disclaime r No Attorney-Client relationship is created by use of these materials. FindLegalForms, Inc. does not providon Worksheet Pre-Organization Checklist Document Filing Checklist Note: Please note that the state specific information provided in this packet may change. To ensure its accuracy, please contact yourcipals 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-Organizatifficult 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 prindiscussions regarding the questions of voting rights, distribution of profits, amounts of contributions, and other management decisions often will enable potential associates to resolve many of the dinion among the persons who are desiring to form the limited liability company. Often, conflicts and demands are not known until the actual process of determining the company's structure begins. Frank ility company's purpose, structure and governance prior to organization within the State of Mississippi. The process of preparing this worksheet will also help uncover any potential differences of opiInformation LLC Pre-Organization Kit - Mississippi Provided under agreement with copyright holder, © Nova Publishing Company 2004 This kit provides tools for determining the details of a limited liab Mississippi