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New York issolution (mandatory, if applicable) Any other required state forms rticles of Organization (mandatory) Amendments to Articles of Organization (mandatory, if applicable) Annual Company Reports (mandatory) Change of Address of Registered Agent (mandatory) Articles of Dy accounting ledgers Prepare company record book (looseleaf binder) LLC Document Filing Checklist ­ New York ? ? ? ? ? ? ? Application for Reservation of Limited Liability Company Name (if desired) Ar to filing Review tax impact of organization with an accountant Check state tax, employment, licensing, unemployment, and workers compensation requirements Check insurance requirements Prepare companing requirements Reserve company name, if desired, by filing with the state. Prepare Articles of Organization Prepare Operating Agreement If desired, have attorney review Articles of Organization priorksheet 4 LLC Pre-Organization Checklist ­ New York ? ? ? ? ? ? ? ? ? ? ? ? Write state limited liability company office for information Complete Pre-Organization Worksheet Check annual fees and fil___________ Amendments to Operating Agreement (majority/%/unanimous?): _________________________ ______________________________________________________________________________ LLC Pre-Organization Wo____________________________________________ Amendments to Articles of Organization (majority/%/unanimous?): _______________________ ___________________________________________________________________urance needs: ________________________________________________________________ New members: _________________________________________________________________ Termination of limited liability company: ______________________________ Transfer of membership interests: _________________________________________________ Expulsion of members: __________________________________________________________ Ins____________________________ ___________________________________ ___________________________________ Salary ________________________________________ ________________________________________ ______________________________________ Authority to Do ________________________________________ Loans to members: _____________________________________________________________ Salaries of members: Name _______Fiscal Year: ___________________________________________________________________ Accounting type (cash or accrual?): ________________________________________________ Financial authority : Name _______nual members meeting: Place ______________________________________ Date ____________________ Time _____________ Required vote for members actions: (majority/%/unanimous?): __________________________ sary? ____________________________________________ LLC Pre-Organization Worksheet 3 Company Operating Agreement Required quorum for members meetings: ____________________________________________ Ansed bank for company bank account: ___________________________________________ Cost of organization: ____________________________________________________________ Is qualification in other states neces__________ ________________________________________________ ________________________________________________ Proposed date of first members meeting: ____________________________________________ Propo__________________________ __________________________________________ Proportionate Share of Profits and Losses ________________________________________________ _____________________________________________________________ Initial indebtedness: $ _________________ Management of the company: Name __________________________________________ __________________________________________ __________________________________________________ ________________________________________________ ________________________________________________ Distribution and retention of profits and losses: _______________________ __________________________________________ __________________________________________ Proportionate Share of Profits and Losses ________________________________________________ ___________________ _________________ _________________ _________________ _________________ Members' share of profits and losses: Name __________________________________________ ____________________________________________ _____________________________________ Value _________________ _________________ _________________ _________________ _________________ _________________ Value _________________ ____________h/Property/Services _____________________________________ _____________________________________ _____________________________________ _____________________________________ ______________________________________ _____________________________________ _____________________________________ _____________________________________ _____________________________________ ________________ ________________ Cas_____ ____________________ ____________________ ____________________ ____________________ ____________________ Cash/Property/Services _____________________________________ ___________________________t 2 Name ____________________ ____________________ ____________________ ____________________ ____________________ ____________________ Additional contributions: $ Date when due: Name ____________________________ ______________________________________________________________________________ Initial investment total: $ ________________ Date when due: ________________ LLC Pre-Organization Workshee______ Phone _________________ _________________ _________________ _________________ _________________ _________________ Limited liability company's registered agent and office address: _____________________________ _____________________________________ _____________________________________ _____________________________________ _____________________________________ _____________________________________ Proposed members of the company: Name ____________________ ____________________ ____________________ ____________________ ____________________ ____________________ Address ________________________ ___________________________________________ _________________________________ ___________________________________________ Number of proposed members: ___________________________________________________________________ Names and addresses of those who will act as organizers: Name Address _________________________________ ___________________________________________ ______________________________ganization Matters State of organization: New York Company existence (limited or perpetual?): __________________________________________ Proposed date to begin company business: ________________________________________________ State/local licenses required: ______________________________________________________ Patents/copyrights/trademarks: ____________________________________________________ Or________ LLC Pre-Organization Worksheet 1 Type of Business Purpose of limited liability company: _______________________________________________ ______________________________________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________nership of principal place of business (own or lease?): _______________________________ ______________________________________________________________________________ Other places of business: _____________________________________ Description of principal place of business: ___________________________________________ ______________________________________________________________________________ Ow_______________ __________________________ Location of Business Address of principal place of business: ______________________________________________ ________________________________________________________________________ ________________________ ________________________ Phone __________________________ __________________________ __________________________ __________________________ _______________________________ _______________________ _______________________ _______________________ _______________________ Address ________________________ ________________________ ________________________ _____________________________ ______________________________________________________________________________ Parties Involved in Forming the Limited Liability Company Name _______________________ ___Albany, NY 12231 Proposed Name of the Limited Liability Company First choice: ___________________________________________________________________ Alternate choices: __________________________________anization Worksheet 4 LLC Pre-Organization Worksheet ­ New York Name/Address of State Limited Liability Company Department: New York Department of State Bureau of Corporations 162 Washington Avenue n two newspapers of general circulation and then file Affidavits of Publication from the publishers within 120 days of the effective date of the Articles of Organization. Instructions for LLC Pre-Orgtion of how the limited liability company will amend its Operating Agreement. Publication: Note that in New York, limited liability companies must publish a summary of their Articles of Organization iArticles 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 determinaion 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. Amendments to mbers 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. Terminatl 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 for the merties. 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 the remova 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 third pahe 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. Transfer ofrow 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 members: In this item, decide if you wish tlimited liability company should be chosen in advance. Please consult with a competent accounting professional. Financial authority: Here list the authority of each proposed member to sign checks, borercent), 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) of 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 than 50 peting: 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, this is therepresented 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 members mees 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 must be r 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 activitihe 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 the othehe 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 other that te 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 procuring t 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 New York is a filing fee of $200. (Please not 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 the bank theote 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 Operating 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 here. Also nde 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 for LLCses 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: Here deciany 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 profits and losre 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 is to be ng 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 contributions aability 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 its beginni 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 limited liliability 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 behalf ofes 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 the limited . Proposed members: Here you should list the names and addresses of the proposed members of the company, although in New York, it is not required that these names and addresses be stated in the Article a natural person, nor need they be a member. Number of members: In New York, the minimum number of members for a limited liability company is one. Members may be natural persons or business entitieslater date if so stated in the Articles of Organization. Organizers: This should be the person (or persons) who will prepare and file the Articles of Organization. In New York, an organizer need not bf your limited liability company will continue to be legally liable for any business conducted on behalf of the proposed limited liability company. In New York, the effective date may be delayed to a company to begin its legal existence. Until this date (actually, until the Instructions for LLC Pre-Organization Worksheet 1 state formally approves the Articles of Organization), the organizers oforever) 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 liability 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 perpetual ( 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, they should 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 types ofusiness. 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, certainin 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 bity 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 mages 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 liabilLiability Company" or the abbreviation "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 planning staly explain the business of the limited liability company through the choice of name. In New York, a company name may be reserved for 60 days for a fee of $20. The name must contain the words "Limited 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 clearinformation will save you time and trouble. Please note that you can also download state forms and fee schedules at http://www.dos.state.ny.us/corp/llcfile.html. Company name: The selection of a name ilable information on organization of a business limited liability company in the State of New York, as state laws and fees charged for organization are subject to change. Having the latest available Pre-Organization Worksheet ­ New York Address of state limited liability company department: The address is listed on the Worksheet. You should write to this department immediately, requesting all avatrict 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 cluding, 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, sents, 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 (inwarranties 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 agvice. 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 's Secretary of State or visit their website at http://www.dos.state.ny. Disclaimer No Attorney-Client relationship is created by use of these materials. FindLegalForms, Inc. does not provide legal adksheet 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 New York. The process of preparing this worksheet will also help uncover any potential differences of opinion aInformation LLC Pre-Organization Kit ­ New York Provided under agreement with copyright holder, © Nova Publishing Company 2004 This kit provides tools for determining the details of a limited liabili New York