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North Dakota s ization (mandatory, if applicable) Annual Company Reports (mandatory) Change of Address of Registered Agent (mandatory) Articles of Dissolution (mandatory, if applicable) Any other required state formC Document Filing Checklist ­ North Dakota ? ? ? ? ? ? ? Application for Reservation of Limited Liability Company Name (if desired) Articles of Organization (mandatory) Amendments to Articles of Organstate tax, employment, licensing, unemployment, and workers compensation requirements Check insurance requirements Prepare company accounting ledgers Prepare company record book (looseleaf binder) LLtate. Prepare Articles of Organization Prepare Operating Agreement If desired, have attorney review Articles of Organization prior to filing Review tax impact of organization with an accountant Check ? ? ? Write state limited liability company office for information Complete Pre-Organization Worksheet Check annual fees and filing requirements Reserve company name, if desired, by filing with the s_____________________ ______________________________________________________________________________ LLC Pre-Organization Worksheet 4 LLC Pre-Organization Checklist ­ North Dakota ? ? ? ? ? ? ? ? ?nization (majority/%/unanimous?): _______________________ ______________________________________________________________________________ Amendments to Operating Agreement (majority/%/unanimous?): _______ New members: _________________________________________________________________ Termination of limited liability company: ____________________________________________ Amendments to Articles of Orga________________________________________ Expulsion of members: __________________________________________________________ Insurance needs: ______________________________________________________________________________________ Salary ________________________________________ ________________________________________ ________________________________________ Transfer of membership interests: ___________________ Loans to members: _____________________________________________________________ Salaries of members: Name ___________________________________ ___________________________________ _______________ Accounting type (cash or accrual?): ________________________________________________ Financial authority : Name ___________________________________ Authority to Do _______________________________________________ Time _____________ Required vote for members actions: (majority/%/unanimous?): __________________________ Fiscal Year: ______________________________________________________________ksheet 3 Company Operating Agreement Required quorum for members meetings: ____________________________________________ Annual me mbers meeting: Place ______________________________________ Date _____ Cost of organization: ____________________________________________________________ Is qualification in other states necessary? ____________________________________________ LLC Pre-Organization Wor________________________________ Proposed date of first members meeting: ____________________________________________ Proposed bank for company bank account: _________________________________________rtionate Share of Profits and Losses ________________________________________________ ________________________________________________ ________________________________________________ ________________ of the company: Name __________________________________________ __________________________________________ __________________________________________ __________________________________________ Propo_______ ________________________________________________ Distribution and retention of profits and losses: _______________________________________ Initial indebtedness: $ _________________ Management_________________ 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 ____________________ __________s: Name Address _________________________________ ___________________________________________ _________________________________ ___________________________________________ ____________________________d or perpetual?): __________________________________________ Proposed date to begin company business: ___________________________________________ Names and addresses of those who will act as organizer________________________________ Patents/copyrights/trademarks: ____________________________________________________ Organization Matters State of organization: North Dakota Company existence (limite liability company: _______________________________________________ ______________________________________________________________________________ State/local licenses required: _______________________________________________________________________ ______________________________________________________________________________ LLC Pre-Organization Worksheet 1 Type of Business Purpose of limited_______ ______________________________________________________________________________ Other places of business: _________________________________________________________ ___________________________________________________________________ ______________________________________________________________________________ Ownership of principal place of business (own or lease?): ________________________cipal place of business: ______________________________________________ ______________________________________________________________________________ Description of principal place of business: _____ __________________________ __________________________ __________________________ __________________________ __________________________ __________________________ Location of Business Address of prin____________ _______________________ Address ________________________ ________________________ ________________________ ________________________ ________________________ ________________________ Phone____________________________ Parties Involved in Forming the Limited Liability Company Name _______________________ _______________________ _______________________ _______________________ _____________________________________________________________________________ Alternate choices: _______________________________________________________________ __________________________________________________ Limited Liability Company Department: North Dakota Secretary of State Corporations Division 60 East Boulevard Avenue Bismarck, ND 58505 Proposed Name of the Limited Liability Company First choice: _nation of how the limited liability company will amend its Operating Agreement. Instructions for LLC Pre-Organization Worksheet 4 LLC Pre-Organization Worksheet ­ North Dakota Name/Address of Stateo 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 determiation 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 tmembers 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. Terminval 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 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 the remoof 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 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. Transfer e 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 you wishe 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 list th 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) of thhe 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 50meeting: 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 te 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 members ties 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 bher 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 activi 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 the ot 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 other thatote 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 procuringecessary bank resolution form, which will be signed by the members at the first members meeting. Cost of organization: The state fee for organization in North Dakota is a filing fee of $125. (Please ngreement 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 the ne 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 Are-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 not 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 LLC Ps 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 decidey 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 losse 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 an 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 areility 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 beginninghe 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 liabability 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 of t 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 limembers. Proposed members: Here you should list the names and addresses of the proposed members of the company. In North Dakota, it is required that these names and addresses be stated in the Articlesmbers for a limited liability company is one. Members may be natural persons or business entities. Note that the Articles of Organization must specifically authorize the company to have less than two be the person (or persons) who will prepare and file the Articles of Organization. In North Dakota, an organizer must be a natural person. Number of members: In North Dakota, the minimum number of meganization), the organizers of your limited liability company will continue to be legally liable for any business conducted on behalf of the proposed limited liability company. Organizers: This shouldompany 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 state formally approves the Articles of Or choices here are perpetual (forever) 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 ciability 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 conduct business. Company existence: Theetails regarding the types 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 lpanies. Additionally, 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 dses 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 be obtained by all limited liability come 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 note any specific requirements for licence box. If the limited 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 purpos 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 main business. It may not be a post offie name must include the words "Limited Liability Company"" or the abbreviation "LLC." Parties involved: This listing should provide the names, addresses, and phone numbers of all of the people who ares often wise to clearly explain the business of the limited liability company through the choice of name. In North Dakota, a company name may be reserved for a period of 12 months for a fee of $10. Th selection 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 itime and trouble. Note that you can also download state forms and fee schedules at http://www.state.nd.us/sec/businessserv/registrations/types/companies/limitedliability/index. html. Company name: The available information on organization of a limited liability company in the State of North Dakota, as state laws and fees are subject to change. Having the latest available information will save you ons for LLC Pre-Organization Worksheet ­ North Dakota Address of state limited liability company department: The address is listed on the Worksheet. You should write to this department, requesting all contract, 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. Instructi damages (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 Inc, 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 or 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,ide 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 expressur state's Secretary of State or visit their website at http://www.state.nd.us/sec/. Disclaimer No Attorney-Client relationship is created by use of these materials. FindLegalForms, Inc. does not provtion 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 yoincipals 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-Organizadifficult 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 prk discussions 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 pinion 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. Franbility company's purpose, structure and governance prior to organization within the State of North Dakota. The process of preparing this worksheet will also help uncover any potential differences of oInformation LLC Pre-Organization Kit ­ North Dakota Provided under agreement with copyright holder, © Nova Publishing Company 2004 This kit provides tools for determining the details of a limited lia North Dakota