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Nebraska ired state forms ticles of Organization (mandatory, if applicable) Annual Company Reports (mandatory) Change of Address of Registered Agent (mandatory) Articles of Dissolution (mandatory, if applicable) Any other requoseleaf binder) LLC Document Filing Checklist ­ Nebraska ? ? ? ? ? ? ? Application for Reservation of Limited Liability Company Name (if desired) Articles of Organization (mandatory) Amendments to Arn accountant Check state tax, employment, licensing, unemployment, and workers compensation requirements Check insurance requirements Prepare company accounting ledgers Prepare company record book (loy filing with the state. Prepare Articles of Organization Prepare Operating Agreement If desired, have attorney review Articles of Organization prior to filing Review tax impact of organization with aa ? ? ? ? ? ? ? ? ? ? ? ? Write state limited liability company office for information Complete Pre-Organization Worksheet Check annual fees and filing requirements Reserve company name, if desired, bity/%/unanimous?): _________________________ ______________________________________________________________________________ LLC Pre-Organization Worksheet 4 LLC Pre-Organization Checklist ­ Nebrasknts to Articles of Organization (majority/%/unanimous?): _______________________ ______________________________________________________________________________ Amendments to Operating Agreement (major__________________________ New members: _________________________________________________________________ Termination of limited liability company: ____________________________________________ Amendmeip interests: _________________________________________________ Expulsion of members: __________________________________________________________ Insurance needs: __________________________________________________ ___________________________________ Salary ________________________________________ ________________________________________ ________________________________________ Transfer of membersh_________________________________ 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: _______________________________________LLC Pre-Organization Worksheet 3 Company Operating Agreement Required quorum for members meetings: ____________________________________________ Annual members meeting: Place __________________________________________________ Cost of organization: ____________________________________________________________ Is qualification in other states necessary? ____________________________________________ _______ ________________________________________________ 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 __________________________________________ __________________________________________ __________________________________________ _ue _________________ _________________ _________________ _________________ _________________ _________________ Value _________________ _________________ _________________ _________________ _______________ _____________________________________ _____________________________________ _____________________________________ _____________________________________ _____________________________________ Val__________________________________ _____________________________________ _____________________________________ ________________ ________________ 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 _______ho will act as organizers: Name Address _________________________________ ___________________________________________ _________________________________ ___________________________________________ ____ompany existence (limited or perpetual?): __________________________________________ Proposed date to begin company business: ___________________________________________ Names and addresses of those wired: ______________________________________________________ Patents/copyrights/trademarks: ____________________________________________________ Organization Matters State of organization: Nebraska C Business Purpose of limited liability company: _______________________________________________ ______________________________________________________________________________ State/local licenses requ_____________________________________________________________________________ ______________________________________________________________________________ LLC Pre-Organization Worksheet 1 Type of?): _______________________________ ______________________________________________________________________________ Other places of business: _________________________________________________________ _pal place of business: ___________________________________________ ______________________________________________________________________________ Ownership of principal place of business (own or lease of Business Address of principal place of business: ______________________________________________ ______________________________________________________________________________ Description of princi______________________ Phone __________________________ __________________________ __________________________ __________________________ __________________________ __________________________ Location________________ _______________________ _______________________ Address ________________________ ________________________ ________________________ ________________________ ________________________ __________________________________________________________ Parties Involved in Forming the Limited Liability Company Name _______________________ _______________________ _______________________ _______lity Company First choice: ___________________________________________________________________ Alternate choices: _______________________________________________________________ ______________________nization Worksheet ­ Nebraska Name/Address of State Limited Liability Company Department: Nebraska Secretary of State Corporate Division Box 94608 Lincoln, NE 68509 Proposed Name of the Limited Liabients to Operating Agreement: Here should be the determination of how the limited liability company will amend its Operating Agreement. Instructions for LLC Pre-Organization Worksheet 4 LLC Pre-Orgaompany that you may wish to be considered. Amendments to Articles of Organization: Here should be the determination of how the limited liability company will amend the Articles of Organization. Amendme note the terms 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 cess liability policies. 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? Heru should consider 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 businip interests in 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 yolary for their work 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 ownersh 3 Loans to members: 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 sathe 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. Instructions for LLC Pre-Organization Worksheetfiscal year and 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 ess. This is normally 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 a quorum of members 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 businalthough this figure 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 of shares in the 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), that your limited 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 ownershiprtificate of Authority 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 desireires to actively 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 Ceassistance (legal 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 desnd fee of $5 per page of each document filed. (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 solution form, which will be signed by the members at the first members meeting. Cost of organization: The state fees for organization in Nebraska are a filing fee of $100, a certificate fee of $10, a 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 the bank the necessary bank relly 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 Operating Agreement will beWorksheet 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 here. Also note who will actua 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 for LLC Pre-Organization s 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: Here decide how the limitededness 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 profits and losses of the businesitional contributions 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 indebttransfer 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 contributions are to be made. Add 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 its beginning business. This lity 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 limited liability company is 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 behalf of the limited liabi. 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 the limited liability company.posed members: Here you should list the names and addresses of the proposed members of the company. In Nebraska, it is required that these names and addresses be stated in the Articles of Organizationatural person, nor need they be a member. Number of members: In Nebraska, the minimum number of members for a limited liability company is one. Members may be natural persons or business entities. Pron behalf of the proposed limited liability company. Organizers: This should be the person (or persons) who will prepare and file the Articles of Organization. In Nebraska, an organizer need not be a nl this date (actually, until the state formally approves the Articles of Organization), the organizers of your limited liability company will continue to be legally liable for any business conducted onstructions for LLC Pre-Organization 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. Untiized in the state in which it will conduct business. Company existence: The choices here are perpetual (forever) or limited to a certain length. In virtually all cases, you should choose perpetual. Is, copyrights, or trademarks will need to be transferred into the limited liability company, they should be noted here. State of organization: In general, the limited liability company should be organorms of licenses. If necessary, check with a competent local attorney for details regarding the types of licenses required for your locality and business type. Patents/copyrights/trademarks: If patentense. A Federal tax ID number must be obtained by all limited liability companies. Additionally, certain types of businesses will require health department approvals, state board licensing, or other flicenses required: Here you should note 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 liccompany: All states provide for the 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 he actual physical location of the 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 rovide the names, addresses, and phone 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 tted Liability Company" or the abbreviations "LLC" or "L.L.C." The word "Limited" may be abbreviated as "Ltd." and the word "Company" may be abbreviated as "Co." Parties involved: This listing should pearly explain the business of the limited liability company through the choice of name. In Nebraska, a company name may be reserved for 120 days for a fee of $10. The name must contain the words "Limime 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 often wise to cln will save you time and trouble. Note that you can also download state forms and fee schedules at http://www.sos.state.ne.us/business/corp_serv/corp_form.html#fee. Company name: The selection of a nalable information on organization of a limited liability company in the State of Nebraska, as state laws and fees charged for organization are subject to change. Having the latest available informatiore-Organization Worksheet - Nebraska Address of state limited liability company department: The address is listed on the Worksheet. You should write to this department immediately, requesting all avairict 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 Pluding, 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, stnts, 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 (incarranties 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 ageice. 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 w's Secretary of State or visit their website at http://sos.state.ne.us. Disclaimer No Attorney-Client relationship is created by use of these materials. FindLegalForms, Inc. does not provide legal advksheet 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 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 Wort 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 Nebraska. The process of preparing this worksheet will also help uncover any potential differences of opinion aInformation LLC Pre-Organization Kit ­ Nebraska Provided under agreement with copyright holder, © Nova Publishing Company 2004 This kit provides tools for determining the details of a limited liabili Nebraska