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Ohio y, if applicable) Any other required state forms ion (mandatory) Amendments to Articles of Organization (mandatory, if applicable) Annual Company Reports (mandatory) Change of Address of Registered Agent (mandatory) Articles of Dissolution (mandatorgers Prepare company record book (looseleaf binder) LLC Document Filing Checklist ­ Ohio ? ? ? ? ? ? ? Application for Reservation of Limited Liability Company Name (if desired) Articles of Organizatew tax impact of organization with an accountant Check state tax, employment, licensing, unemployment, and workers compensation requirements Check insurance requirements Prepare company accounting led 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 prior to filing ReviLLC Pre-Organization Checklist ­ Ohio ? ? ? ? ? ? ? ? ? ? ? ? Write state limited liability company office for information Complete Pre-Organization Worksheet Check annual fees and filing requirementsAmendments to Operating Agreement (majority/%/unanimous?): _________________________ ______________________________________________________________________________ LLC Pre-Organization Worksheet 4 ________________________________ Amendments to Articles of Organization (majority/%/unanimous?): _______________________ ______________________________________________________________________________ : ________________________________________________________________ New members: _________________________________________________________________ Termination of limited liability company: ______________________________ Transfer of membership interests: _________________________________________________ Expulsion of members: __________________________________________________________ Insurance needs________________ ___________________________________ ___________________________________ Salary ________________________________________ ________________________________________ ______________________________________ Authority to Do ________________________________________ Loans to members: _____________________________________________________________ Salaries of members: Name ___________________ ___________________________________________________________________ Accounting type (cash or accrual?): ________________________________________________ Financial authority : Name ___________________ meeting: Place ______________________________________ 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 company bank account: ___________________________________________ Cost of organization: ____________________________________________________________ Is qualification in other states necessary? _____________________________________________________ ________________________________________________ Proposed date of first members meeting: ____________________________________________ Proposed bank for______________ __________________________________________ 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 _________________ _________________ ______ervices _____________________________________ _____________________________________ _____________________________________ _____________________________________ _____________________________________ ______________________________________ _____________________________________ _____________________________________ _____________________________________ ________________ ________________ Cash/Property/S______________ ____________________ ____________________ ____________________ ____________________ 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: _____________________________ _____________________________________ _____________________________________ _____________________________________ _____________________________________ _____________________________________ Phonesed members of the company: Name ____________________ ____________________ ____________________ ____________________ ____________________ ____________________ Address ____________________________________________________________________ _________________________________ ___________________________________________ Number of proposed members: ____________________________________________________ Propo_________ Names and addresses of those who will act as organizers: Name Address _________________________________ ___________________________________________ _________________________________ ________on Matters State of organization: Ohio Company existence (limited or perpetual?): __________________________________________ Proposed date to begin company business: ____________________________________________________ State/local licenses required: ______________________________________________________ Patents/copyrights/trademarks: ____________________________________________________ Organizati LLC Pre-Organization Worksheet 1 Type of Business Purpose of limited liability company: _______________________________________________ ______________________________________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________of principal place of business (own or lease?): _______________________________ ______________________________________________________________________________ Other places of business: _____________________________________ Description of principal place of business: ___________________________________________ ______________________________________________________________________________ Ownership _______ __________________________ Location of Business Address of principal place of business: ______________________________________________ ________________________________________________________________________ ________________________ ________________________ Phone __________________________ __________________________ __________________________ __________________________ _______________________________ _______________________ _______________________ _______________________ _______________________ Address ________________________ ________________________ ________________________ _____________________________ ______________________________________________________________________________ Parties Involved in Forming the Limited Liability Company Name _______________________ ___________OH 43266 Proposed Name of the Limited Liability Company First choice: ___________________________________________________________________ Alternate choices: __________________________________________LLC Pre-Organization Worksheet 4 LLC Pre-Organization Worksheet ­ Ohio Name/Address of State Limited Liability Company Department: Ohio Secretary of State 30 East Broad Street, 14th Floor Columbus, will amend the Articles of Organization. Amendments to Operating Agreement: Here should be the determination of how the limited liability company will amend its Operating Agreement. Instructions for g to the dissolution of the limited liability company that you may wish to be considered. Amendments to Articles of Organization: Here should be the determination of how the limited liability company Will new members be allowed in the company? Here note the terms and conditions for their entry. Termination of limited liability company: How will the company end? Here list any considerations relatin ranging from general casualty to various business liability policies. Also consider the need for the members or the company to provide the members with life and/or disability insurance. New members: he other members. Expulsion of members: Here you should consider the terms and conditions for the removal of members. Insurance: Under this heading, consider the types of insurance that you will need,ers are to be allowed to transfer their ownership 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 tyou should decide if the members will earn a salary 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 memboans to members: In this item, decide if you wish the company to have the ability to make loans directly to its members. Instructions for LLC Pre-Organization Worksheet 3 Salaries to members: Here g professional. Financial authority: Here list 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. L accounting type: For accounting purposes, the fiscal year and accounting type (cash or accrual) of the limited liability company should be chosen in advance. Please consult with a competent accountinve in order to officially pass any member business. 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 ande 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 limited liability company that must vote in the affirmatiormally set at a "majority" (over 50 percent), although this figure can be set higher. Annual members meeting: The date, time, and place of the annual members meeting should be specified. Required votor members: This is the percentage of ownership 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 nreign" limited liability company. If you desire that your limited liability company qualify for activities in another state, you are advised to consult a competent business attorney. Required quorum ft state. This generally requires obtaining a Certificate of Authority to Transact Business from the other state. In this context, a limited liability company from another state is referred to as a "foification: If the limited liability company desires to actively conduct business in a state other that the main state of organization, it is necessary to "qualify" the limited liability company in thalso reflect the cost of obtaining professional assistance (legal or accounting); the cost of procuring the necessary supplies; and any other direct costs of the organization process. Out-of-state qualeting. Cost of organization: The state fee for organization in Ohio is a filing fee of $125. (Please note that a complete fee schedule is available at the web address listed above). This cost should aorganization, you should determine the bank which will handle the company accounts. Obtain from the bank the necessary bank resolution form, which will be signed by the members at the first members me This will be the date proposed for holding the first meeting of the members, at which the company Operating Agreement will be officially adopted Proposed bank for company bank account: In advance of agers, or managers only, note the decision here. Also note who will actually comprise the management of the company. Instructions for LLC Pre-Organization Worksheet 2 Date of first members meeting: If the company will retain a portion of the profits for reinvestment, note that here. Management of the limited liability company: If the business is to be managed by members only, or members and manthe amount of the contributions of the members to the company. Distribution of profits and losses: Here decide how the limited liability company will distribute its profits and losses to each partner.ofits and losses: Under this heading is noted how the members decide in what proportions the profits and losses of the business will be distributed to the members. This may, but need not, be based on mber contributions of money, services, or property, list them here. Initial indebtedness: If there is to be any initial indebtedness for the limited liability company, please list it here. Share of prity company. This is also referred to as "paid-in capital." List also the dates on which the contributions are to be made. Additional contributions by members: If there are to be planned additional metotal amount of money or property that will be transferred to the limited liability company upon its beginning business. This transfer will be in exchange for ownership interests in the limited liabilmpany. The registered agent need not be a lawyer. Normally, the main owner or the attorney of the limited liability company is selected as the registered agent. Initial Investment: This figure is the e limited liability company for the service of process (that is: to accept subpoenas or summons on behalf of the limited liability company). The person need not be a member of the limited liability cod 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 that a specific person be available as the agent of th of the company, although in Ohio, it is not required that these names and addresses be stated in the Articles of Organization. Limited liability company's registered agent and address: Here you shoulum number of members for a limited liability company is one. Members may be natural persons or business entities. Proposed members: Here you should list the names and addresses of the proposed members be the person (or persons) who will prepare and file the Articles of Organization. In Ohio, an organizer need not be a natural person, nor need they be a member. Number of members: In Ohio, the minimganization), 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 should expect the limited liability 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 Or choices here are perpetual (forever) 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 youiability 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 offiility Company" or the the word "Limited," which may be abbreviated as "Ltd" or "Ltd." Parties involved: This listing should provide the names, addresses, and phone numbers of all of the people who arearly explain the business of the limited liability company through the choice of name. In Ohio, a company name may be reserved for 180 days for a $50 fee. The name must contain the words "Limited Liabe 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 cleion will save you time and trouble. Please note that you can also download state forms and fee schedules at http://serform.sos.state.oh.us/sos/busiserv/index.html. Company name: The selection of a namle information on organization of a business limited liability company in the State of Ohio, as state laws and fees charged for organization are subject to change. Having the latest available informatPre-Organization Worksheet - Ohio Address of state limited liability company department: The address is listed on the Worksheet. You should write to this department immediately, requesting all availabtrict 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 luding, but not limited to, procurement of substitut e goods or services; loss of use, data, or profits; or business interruption) however caused and on any theory of liability, whether in contract, snts, 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 wtary of State or visit their website at http://serform.sos.state.oh.us. Disclaimer No Attorney-Client relationship is created by use of these materials. FindLegalForms, Inc. does not provide legal advre-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 Secrecompany 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 Pms 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 of the garding 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 proble 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 discussions reompany's purpose, structure and governance prior to organization within the State of Ohio. The process of preparing this worksheet will also help uncover any potential differences of opinion among theInformation LLC Pre-Organization Kit ­ Ohio Provided under agreement with copyright holder, © Nova Publishing Company 2004 This kit provides tools for determining the details of a limited liability c Ohio