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Montana ual Company Reports (mandatory) Change of Address of Registered Agent (mandatory) Articles of Dissolution (mandatory, if applicable) Any other required state forms tana ? ? ? ? ? ? ? Application for Reservation of Limited Liability Company Name (if desired) Articles of Organization (mandatory) Amendments to Articles of Organization (mandatory, if applicable) Ann unemployment, and workers compensation requirements Check insurance requirements Prepare company accounting ledgers Prepare company record book (looseleaf binder) LLC Document Filing Checklist ­ Monation 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, employment, licensing,ity company office for information Complete Pre-Organization Worksheet Check annual fees and filing requirements Reserve company name, if desired, by filing with the state. Prepare Articles of Organiz________________________________________________________________________ LLC Pre-Organization Worksheet 4 LLC Pre-Organization Checklist ­ Montana ? ? ? ? ? ? ? ? ? ? ? ? Write state limited liabilus?): _______________________ ______________________________________________________________________________ Amendments to Operating Agreement (majority/%/unanimous?): _________________________ ____________________________________________________________ Termination of limited liability company: ____________________________________________ Amendments to Articles of Organization (majority/%/unanimo____________ Expulsion of members: __________________________________________________________ Insurance needs: ________________________________________________________________ New members: ___________lary ________________________________________ ________________________________________ ________________________________________ Transfer of membership interests: _____________________________________: _____________________________________________________________ Salaries of members: Name ___________________________________ ___________________________________ ___________________________________ Saor accrual?): ________________________________________________ Financial authority : Name ___________________________________ Authority to Do ________________________________________ Loans to members_______ Required vote for me mbers actions: (majority/%/unanimous?): __________________________ Fiscal Year: ___________________________________________________________________ Accounting type (cash Agreement Required quorum for members meetings: ____________________________________________ Annual members meeting: Place ______________________________________ Date ____________________ Time _______________________________________________________________ Is qualification in other states necessary? ____________________________________________ LLC Pre-Organization Worksheet 3 Company Operating____ Proposed date of first members meeting: ____________________________________________ Proposed bank for company bank account: ___________________________________________ Cost of organization: ___d Losses ________________________________________________ ________________________________________________ ________________________________________________ ________________________________________________________________________________ __________________________________________ __________________________________________ __________________________________________ Proportionate Share of Profits an____________________________ Distribution and retention of profits and losses: _______________________________________ Initial indebtedness: $ _________________ Management of the company: Name ______nate Share of Profits and Losses ________________________________________________ ________________________________________________ ________________________________________________ ____________________ and losses: Name __________________________________________ __________________________________________ __________________________________________ __________________________________________ Proportio____ _________________ _________________ _________________ Value _________________ _________________ _________________ _________________ _________________ _________________ Members' share of profits_____________________________ _____________________________________ _____________________________________ _____________________________________ Value _________________ _________________ _________________________________ _____________________________________ ________________ ________________ Cash/Property/Services _____________________________________ _____________________________________ ______________ Cash/Property/Services _____________________________________ _____________________________________ _____________________________________ _____________________________________ ____________________________ ____________________ Additional contributions: $ Date when due: Name ____________________ ____________________ ____________________ ____________________ ____________________ ______________estment total: $ ________________ Date when due: ________________ LLC Pre-Organization Worksheet 2 Name ____________________ ____________________ ____________________ ____________________ _________________________ Limited liability company's registered agent and office address: __________________________ ______________________________________________________________________________ Initial inv__________________________ _____________________________________ _____________________________________ Phone _________________ _________________ _________________ _________________ _________________ ____ ____________________ ____________________ ____________________ Address _____________________________________ _____________________________________ _____________________________________ ________________________________ Number of proposed members: ____________________________________________________ Proposed members of the company: Name ____________________ ____________________ ______________________________________ ___________________________________________ _________________________________ ___________________________________________ _________________________________ ______________________________________________________ Proposed date to begin company business: ___________________________________________ Names and addresses of those who will act as organizers: Name Address _____________________ Patents/copyrights/trademarks: ____________________________________________________ Organization Matters State of organization: Montana Company existence (limited or perpetual?): ______________________________________________________ ______________________________________________________________________________ State/local licenses required: _______________________________________________________________________ ______________________________________________________________________________ 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_____________ Address ________________________ ________________________ ________________________ ________________________ ________________________ ________________________ Phone ___________________________ Parties Involved in Forming the Limited Liability Company Name _______________________ _______________________ _______________________ _______________________ _______________________ _____________________________________________________ Alternate choices: _______________________________________________________________ _________________________________________________________________________ Limited Liability Company Department: Montana Secretary of State Corporations Bureau Box 202801 Helena, MT 59620 Proposed Name of the Limited Liability Company First choice: ________________________termination of how the limited liability company will amend its Operating Agreement. Instructions for LLC Pre-Organization Worksheet 4 LLC Pre-Organization Worksheet ­ Montana Name/Address of Statents 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 the deermination 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. Amendme 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 entry. T 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 need forhird 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 for thesfer 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 company to t 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. Transt 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 if youof 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 lian 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 accrual) 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" (more thbers 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, thisust 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. Annual memctivities 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 that mhe 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 for a 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 from turing 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 otherase 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 proc 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 Montana is a filing fee of $70. (PleOperating 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 thee. 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 company s 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 decision herHere 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. Instructions 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 losses: 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 profitbutions 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 there s 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 contriimited 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 upon itbehalf 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 the l 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 summons on he 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 of thes entities. Proposed members: Here you should list the names and addresses of the proposed members of the company, although in Montana, it is not required that these names and addresses be stated in t need not be a natural person, nor need they be a member. Number of members: In Montana, the minimum number of members for a limited liability company is one. Members may be natural persons or businesthe date of submission of the Articles of Organization to the state. Organizers: This should be the person (or persons) who will prepare and file the Articles of Organization. In Montana, an organizeryour limited liability company will continue to be legally liable for any business conducted on behalf of the proposed limited liability company. In Montana, the effective date will be retroactive to the date on which 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 rever) or limited 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 bee 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 perpetual (foicenses 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, they should bypes 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 types of liness. 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, certain t 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 type of busy 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 describing the mains 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 limited liabilit the name must be preceded by the word "Professional." Parties involved: This listing should provide the names, addresses, and phone numbers of all of the people who are involved in the planning stager a fee of $10. The name must contain the words "Limited Liability Company" or "Limited Company" or the abbreviations "LLC," "L.L.C.," "LC" or "L.C." If the company will provide professional services, explain the business of the limited liability company through the choice of name. In Montana, a company name may be reserved for up to 120 days prior to the commencement of the company's business, fo 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 often wise to clearlymation will save you time and trouble. Please note that you can also download state forms and fee schedules at http://sos.state.mt.us/css/BSB/Filing_Forms.asp. Company name: The selection of a name isle information on organization of a business limited liability company in the State of Montana, as state laws and fees charged for organization are subject to change. Having the latest available infor-Organization Worksheet ­ Montana Address of state limited liability company department: The address is listed on the Worksheet. You should write to this department immediately, requesting all availabct 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. Instructions for LLC Preding, 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 contract, stris, 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 damages (incluranties 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, Inc, its agente. 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 or implied war Secretary of State or visit their website at http://sos.state.mt.us. Disclaimer No Attorney-Client relationship is created by use of these materials. FindLegalForms, Inc. does not provide legal advicheet 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'sf 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 Worksproblems 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 principals oons 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 difficult ng 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 discussiy company's purpose, structure and governance prior to organization within the State of Montana. The process of preparing this worksheet will also help uncover any potential differences of opinion amoInformation LLC Pre-Organization Kit ­ Montana Provided under agreement with copyright holder, © Nova Publishing Company 2004 This kit provides tools for determining the details of a limited liabilit Montana