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Missouri atory) Articles of Dissolution (mandatory, if applicable) Any other required state forms Name (if desired) Articles of Organization (mandatory) Amendments to Articles of Organization (mandatory, if applicable) Annual Company Reports (mandatory) Change of Address of Registered Agent (mandurance requirements Prepare company accounting ledgers Prepare company record book (looseleaf binder) LLC Document Filing Checklist ­ Missouri Application for Reservation of Limited Liability Companyview Articles of Organization prior to filing Review tax impact of organization with an accountant Check state tax, employment, licensing, unemployment, and workers compensation requirements Check insorksheet Check annual fees and filing requirements Reserve company name, if desired, by filing with the state. Prepare Articles of Organization Prepare Operating Agreement If desired, have attorney re_________________________________ LLC Pre-Organization Worksheet 4 LLC Pre-Organization Checklist ­ Missouri Write state limited liability company office for information Complete Pre-Organization W_____________________________________________________________________ Amendments to Operating Agreement (majority/%/unanimous?): _________________________ ____________________________________________________________ Termination of limited liability company: ____________________________________________ Amendments to Articles of Organization (majority/%/unanimous?): _______________________ _______________________________________________________________ Insurance needs: ________________________________________________________________ New members: ________________________________________________________ ________________________________________ ________________________________________ Transfer of membership interests: _________________________________________________ Expulsion of members: ____________________________ Salaries of members: Name ___________________________________ ___________________________________ ___________________________________ Salary _________________________________________________________ Financial authority : Name ___________________________________ Authority to Do ________________________________________ Loans to members: _____________________________________ions: (majority/%/unanimous?): __________________________ Fiscal Year: ___________________________________________________________________ Accounting type (cash or accrual?): _________________________ meetings: ____________________________________________ Annual members meeting: Place ______________________________________ Date ____________________ Time _____________ Required vote for members act___________________ Is qualification in other states necessary? ____________________________________________ LLC Pre-Organization Worksheet 3 Company Operating Agreement Required quorum for memberseeting: ____________________________________________ Proposed bank for company bank account: ___________________________________________ Cost of organization: ____________________________________________________________ ________________________________________________ ________________________________________________ ________________________________________________ Proposed date of first members m_________________________________________ __________________________________________ __________________________________________ Proportionate Share of Profits and Losses _____________________________tion and retention of profits and losses: _______________________________________ Initial indebtedness: $ _________________ Management of the company: Name __________________________________________ ____________________________________________ ________________________________________________ ________________________________________________ ________________________________________________ Distribu______________________ __________________________________________ __________________________________________ __________________________________________ Proportionate Share of Profits and Losses _______ _________________ Value _________________ _________________ _________________ _________________ _________________ _________________ Members' share of profits and losses: Name _________________________________________________ _____________________________________ _____________________________________ Value _________________ _________________ _________________ _________________ ___________________________________ ________________ ________________ Cash/Property/Services _____________________________________ _____________________________________ _____________________________________ ______________________________________ _____________________________________ _____________________________________ _____________________________________ _____________________________________ _________________ional contributions: $ Date when due: Name ____________________ ____________________ ____________________ ____________________ ____________________ ____________________ Cash/Property/Services _______ when due: ________________ LLC Pre-Organization Worksheet 2 Name ____________________ ____________________ ____________________ ____________________ ____________________ ____________________ Additmpany's registered agent and office address: __________________________ ______________________________________________________________________________ Initial investment total: $ ________________ Date__________________________ _____________________________________ Phone _________________ _________________ _________________ _________________ _________________ _________________ Limited liability co_______ ____________________ Address _____________________________________ _____________________________________ _____________________________________ _____________________________________ ___________ed members: ____________________________________________________ Proposed members of the company: Name ____________________ ____________________ ____________________ ____________________ ________________________________________ _________________________________ ___________________________________________ _________________________________ ___________________________________________ Number of propossed date to begin company business: ___________________________________________ Names and addresses of those who will act as organizers: Name Address _________________________________ ________________: ____________________________________________________ Organization Matters State of organization: Missouri Company existence (limited or perpetual?): __________________________________________ Propo_____ ______________________________________________________________________________ State/local licenses required: ______________________________________________________ Patents/copyrights/trademarks__________________________________________________________________ LLC Pre-Organization Worksheet 1 Type of Business Purpose of limited liability company: __________________________________________________________________ Other places of business: _________________________________________________________ ______________________________________________________________________________ ___________________________________________________________________ Ownership of principal place of business (own or lease?): _______________________________ _______________________________________________________________ ______________________________________________________________________________ Description of principal place of business: ___________________________________________ __________________________________________ __________________________ __________________________ __________________________ Location of Business Address of principal place of business: ____________________________________________ ________________________ ________________________ ________________________ ________________________ ________________________ Phone __________________________ __________________________ _______Limited Liability Company Name _______________________ _______________________ _______________________ _______________________ _______________________ _______________________ Address _____________________ Alternate choices: _______________________________________________________________ ______________________________________________________________________________ Parties Involved in Forming the i Secretary of State Corporation Division Box 778 Jefferson City, MO 65102 Proposed Name of the Limited Liability Company First choice: _______________________________________________________________y will amend its Operating Agreement. Instructions for LLC Pre-Organization Worksheet 4 LLC Pre-Organization Worksheet ­ Missouri Name/Address of State Limited Liability Company Department: Missour the determination of how the limited liability company will amend the Articles of Organization. Amendments to Operating Agreement: Here should be the determination of how the limited liability companll the company end? Here list any considerations relating to the dissolution of the limited liability company that you may wish to be considered. Amendments to Articles of Organization: Here should beers with life and/or disability insurance. New members: Will new members be allowed in the company? Here note the terms and conditions for their entry. Termination of limited liability company: How wiing, consider the types of insurance that you will need, ranging from general casualty to various business liability policies. Also consider the need for the members or the company to provide the membto "freely" or may be unanimous or majority consent of the other members. Expulsion of members: Here you should consider the terms and conditions for the removal of members. Insurance: Under this headg, a decision should be noted as to whether and how members are to be allowed to transfer their ownership interests in the limited liability company to third parties. This may range from "not at all" oans 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. Transfer of membership interests: Under this listinocuments in the name of the limited liability company. Instructions for LLC Pre-Organization Worksheet 3 Loans to members: In this item, decide if you wish the company to have the ability to make len in advance. Please consult with a competent accounting professional. Financial authority: Here list the authority of each proposed member to sign checks, borrow money in the company name, or sign d higher and can be made to be unanimous. Fiscal year and accounting type: For accounting purposes, the fiscal year and accounting type (cash or accrual) of the limited liability company should be chosimited liability company that must vote in the affirmative in order to officially pass any member business. This is normally set at a "majority" (more than 50 percent), although this figure can be setannual members meeting should be specified. Required vote for member action: Once it is determined that a quorum of members is present at a meeting, this is the percentage of ownership shares of the lr to officially transact any company business. This is normally set at a "majority" (over 50 percent), although this figure can be set higher. Annual members meeting: The date, time, and place of the consult a competent business attorney. Required quorum for members: This is the percentage of ownership of shares in the limited liability company that must be represented at a members meeting in ordeility company from another state is referred to as a "foreign" limited liability company. If you desire that your limited liability company qualify for activities in another state, you are advised to essary to "qualify" the limited liability company in that state. This generally requires obtaining a Certificate of Authority to Transact Business from the other state. In this context, a limited liabect costs of the organization process. Out-of-state qualification: If the limited liability company desires to actively conduct business in a state other that the main state of organization, it is necble at the web address listed above). This cost should also reflect the cost of obtaining professional assistance (legal or accounting); the cost of procuring the necessary supplies; and any other dirill be signed by the members at the first members meeting. Cost of organization: The state fee for organization in Missouri is a filing fee of $105. (Please note that a complete fee schedule is availaoposed bank for company bank account: In advance of organization, you should determine the bank which will handle the company accounts. Obtain from the bank the necessary bank resolution form, which wement 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 company Operating Agreement will be officially adopted Prnt of the limited liability company: If the business is to be managed by members only, or members and managers, or managers only, note the decision here. Also note who will actually comprise the managl distribute its profits and losses to each partner. If the company will retain a portion of the profits for reinvestment, note that here. Instructions for LLC Pre-Organization Worksheet 2 Managemeto 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 losses: Here decide how the limited liability company wil liability company, please list it here. Share of profits and losses: Under this heading is noted how the members decide in what proportions the profits and losses of the business will be distributed by members: If there are to be planned additional member contributions of money, services, or property, list them here. Initial indebtedness: If there is to be any initial indebtedness for the limitedchange for ownership interests in the limited liability company. This is also referred to as "paid-in capital." List also the dates on which the contributions are to be made. Additional contributions tered agent. Initial Investment: This figure is the total amount of money or property that will be transferred to the limited liability company upon its beginning business. This transfer will be in exson 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 the limited liability company is selected as the regisat a specific person be available as the agent of the limited liability company for the service of process (that is: to accept subpoenas or summons on behalf of the limited liability company). The permpany'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 of the limited liability company. All states require th the names and addresses of the proposed members of the company, although in Missouri, it is not required that these names and addresses be stated in the Articles of Organization. Limited liability coember. Number of members: In Missouri, the minimum number of members for a limited liability company is one. Members may be natural persons or business entities. Proposed members: Here you should listability company. Organizers: This should be the person (or persons) who will prepare and file the Articles of Organization. In Missouri, an organizer need not be a natural person, nor need they be a mate formally approves the Articles of Organization), the organizers of your limited liability company will continue to be legally liable for any business conducted on behalf of the proposed limited lin Worksheet 1 Proposed date to begin company business: This should be the date on which you expect the limited liability company to begin its legal existence. Until this date (actually, until the stconduct business. Company existence: The choices here are perpetual (forever) or limited to a certain length. In virtually all cases, you should choose perpetual. Instructions for LLC Pre-Organizatioeed to be transferred into the limited liability company, they should be noted here. State of organization: In general, the limited liability company should be organized in the state in which it will ck with a competent local attorney for details regarding the types of licenses required for your locality and business type. Patents/copyrights/trademarks: If patents, copyrights, or trademarks will nbe obtained by all limited liability companies. Additionally, certain types of businesses will require health department approvals, state board licensing, or other forms of licenses. If necessary, chenote any specific requirements for licenses to operate your type of business. Most states require obtaining a tax ID number and a retail, wholesale, or sales tax license. A Federal tax ID number must use of an "all-purpose" business purpose clause in describing the main activity of the business; for example, "to conduct any and all lawful business." State/local licenses required: Here you should main business. It may not be a post office box. If the limited liability company is homebased, this address should be the home address. Purpose of limited liability company: All states provide for theone numbers of all of the people who are involved in the planning stages of the limited liability company. Principal place of business: This must be the address of the actual physical location of the Company" or "Limited Company," or the abbreviations "L.L.C.," or "L.C." A company name may not include the abbrevation "Ltd." Parties involved: This listing should provide the names, addresses, and phthe business of the limited liability company through the choice of name. In Missouri, a company name may be reserved for 180 days for a fee of $25. The name must contain the words "Limited Liability ucial to the success of a limited liability company. The name must not conflict with any existing company names, nor must it be deceptively similar to other names. It is often wise to clearly explain will save you time and trouble. Please note that you can also download state forms and fee schedules at http://www.sos.mo.gov/business/corporations/. Company name: The selection of a name is often crrmation on organization of a business limited liability company in the State of Missouri, as state laws and fees charged for organization are subject to change. Having the latest available informationation Worksheet - Missouri Address of state limited liability company department: The address is listed on the Worksheet. You should write to this department immediately, requesting all available infolity, or tort (including negligence or otherwise) arising in any way out of the use of these materials. An attorney should be consulted for all serious legal matters. Instructions for LLC Pre-Organizt not limited to, procurement of substitute goods or services; loss of use, data, or profits; or business interruption) however caused and on any theory of liability, whether in contract, strict liabiers, or affiliates, or ii) the providers, authors or publishers of the forms, be responsible or liable for any direct, indirect, incidental, special, exemplary, or consequential damages (including, buof merchantability, suitability or completeness for any of the materials for your particular needs. The materials are used at your own risk. In no event will: i) FindLegalForms, Inc, its agents, partnurchase and use of these materials is subject to the "Disclaimers and Terms of Use" found at findlegalforms.com. These materials are provided "AS-IS." We do not give any express or implied warranties ary of State or visit their website at http://www.sos.mo.gov. Disclaimer No Attorney-Client relationship is created by use of these materials. FindLegalForms, Inc. does not provide legal advice. The pre-Organization Checklist Document Filing Checklist Note: Please note that the state specific information provided in this packet may change. To ensure its accuracy, please contact your state's Secret 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 Missouri. The process of preparing this worksheet will also help uncover any potential differences of opinion aInformation LLC Pre-Organization Kit ­ Missouri Provided under agreement with copyright holder, © Nova Publishing Company 2004 This kit provides tools for determining the details of a limited liabili Missouri