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Oregon ndatory) Change of Address of Registered Agent (mandatory) Articles of Dissolution (mandatory, if applicable) Any other required state forms ication for Reservation of Limited Liability Company Name (if desired) Articles of Organization (mandatory) Amendments to Articles of Organization (mandatory, if applicable) Annual Company Reports (makers compensation requirements Check insurance requirements Prepare company accounting ledgers Prepare company record book (looseleaf binder) LLC Document Filing Checklist ­ Oregon ? ? ? ? ? ? ? Applg 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, unemployment, and wor information Complete Pre-Organization Worksheet Check annual fees and filing requirements Reserve company name, if desired, by filing with the state. Prepare Articles of Organization Prepare Operatin___________________________________________________ LLC Pre-Organization Worksheet 4 LLC Pre-Organization Checklist ­ Oregon ? ? ? ? ? ? ? ? ? ? ? ? Write state limited liability company office for________ ______________________________________________________________________________ Amendments to Operating Agreement (majority/%/unanimous?): _________________________ ____________________________________________________________ Termination of limited liability company: ____________________________________________ Amendments to Articles of Organization (majority/%/unanimous?): _______________n of members: __________________________________________________________ Insurance needs: ________________________________________________________________ New members: ________________________________________________________ ________________________________________ ________________________________________ Transfer of membership interests: _________________________________________________ Expulsio__________________________________________ Salaries of members: Name ___________________________________ ___________________________________ ___________________________________ Salary _________________________________________________________ Financial authority : Name ___________________________________ Authority to Do ________________________________________ Loans to members: ___________________te for members actions: (majority/%/unanimous?): __________________________ Fiscal Year: ___________________________________________________________________ Accounting type (cash or accrual?): _______quorum for members meetings: ____________________________________________ Annual members meeting: Place ______________________________________ Date ____________________ Time _____________ Required vo_____________________________________ Is qualification in other states necessary? ____________________________________________ LLC Pre-Organization Worksheet 3 Company Operating Agreement Required of first members meeting: ____________________________________________ Proposed bank for company bank account: ___________________________________________ Cost of organization: ____________________________________________________________ ________________________________________________ ________________________________________________ ________________________________________________ Proposed date ________________ __________________________________________ __________________________________________ __________________________________________ Proportionate Share of Profits and Losses ___________________ Distribution and retention of profits and losses: _______________________________________ Initial indebtedness: $ _________________ Management of the company: Name __________________________s and Losses ________________________________________________ ________________________________________________ ________________________________________________ ________________________________________________________________________________ __________________________________________ __________________________________________ __________________________________________ Proportionate Share of Profit__ _________________ _________________ Value _________________ _________________ _________________ _________________ _________________ _________________ Members' share of profits and losses: Name ___________ _____________________________________ _____________________________________ _____________________________________ Value _________________ _________________ _________________ _______________ _____________________________________ ________________ ________________ Cash/Property/Services _____________________________________ _____________________________________ ____________________________y/Services _____________________________________ _____________________________________ _____________________________________ _____________________________________ _________________________________________________ Additional contributions: $ Date when due: Name ____________________ ____________________ ____________________ ____________________ ____________________ ____________________ Cash/Propert_____________ Date when due: ________________ LLC Pre-Organization Worksheet 2 Name ____________________ ____________________ ____________________ ____________________ ____________________ ________mited liability company's registered agent and office address: __________________________ ______________________________________________________________________________ Initial investment total: $ _________ _____________________________________ _____________________________________ Phone _________________ _________________ _________________ _________________ _________________ _________________ Li____ ____________________ ____________________ 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 ________________________________opyrights/trademarks: ____________________________________________________ Organization Matters State of organization: Oregon Company existence (limited or perpetual?): _______________________________________________________ ______________________________________________________________________________ State/local licenses required: ______________________________________________________ Patents/c_______ ______________________________________________________________________________ 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: _________________ss ________________________ ________________________ ________________________ ________________________ ________________________ ________________________ Phone __________________________ ______________lved in Forming the Limited Liability Company Name _______________________ _______________________ _______________________ _______________________ _______________________ _______________________ Addre________________________ Alternate choices: _______________________________________________________________ ______________________________________________________________________________ Parties Invotment: Oregon Secretary of State Corporate Division 255 Capitol Street NE #151 Salem, OR 97310 Proposed Name of the Limited Liability Company First choice: ___________________________________________liability company will amend its Operating Agreement. Instructions for LLC Pre-Organization Worksheet 4 LLC Pre-Organization Worksheet ­ Oregon Name/Address of State Limited Liability Company Depar: 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 determination of how the limited 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 Articles of Organizationprovide 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. Termination of limited liability 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 members or the company to om "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 removal of members. Insurance:der this listing, a decision should be noted as to whether and how me mbers are to be allowed to transfer their ownership interests in the limited liability company to third parties. This may range frility 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 of membership interests: Unname, 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 the company to have the ab 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, borrow money in the company gure 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 limited liability companyshares 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 percent), although this fid 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 the percentage of ownership 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 meeting: The date, time, anare 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 represented at a members 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 activities in another state, you tion, 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 other state. In this context,d 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 the main state of organizaedule 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 the necessary supplies; antion form, which will be signed by the members at the first members meeting. Cost of organization: The state fee for organization in Oregon is a filing fee of $50. (Please note that a complete fee schicially 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 resolucomprise 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 be offsheet 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 actually bility 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 Workll 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 limited liass 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 business winal 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 indebtednesfer 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. Additioected 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 tran 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 sel 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 liabilitymited 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. AllHere you should list the names and addresses of the proposed members of the company, although in Oregon, it is not required that these names and addresses be stated in the Articles of Organization. Li, nor need they be a member. Number of members: In Oregon, the minimum number of members for a limited liability company is one. Members may be natural persons or business entities. Proposed members: specified in the Articles of Organization. Organizers: This should be the person (or persons) who will prepare and file the Articles of Organization. In Oregon, organizers need not be a natural persond liability company will continue to be legally liable for any business conducted on behalf of the proposed limited liability company. In Oregon, the effective date may be delayed up to 90 days if so egin 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 of your limiteimited 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 company to be. 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 (forever) or luired 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 be noted herinesses 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 licenses req 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 types of busf 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 business. Mosts 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 main activity omited 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 liability company iability Company" or the abbreviation "LLC." Parties involved: This listing should provide the names, addresses, and phone numbers of all of the people who are involved in the planning stages of the liy explain the business of the limited liability company through the choice of name. In Oregon, a company name may be reserved for 120 days for a fee of $50. The name must include the words "Limited Lis 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 clearlformation will save you time and trouble. Please note that you can also download state forms and fee schedules at http://www.filinginoregon.com/forms/index.htm. Company name: The selection of a name iilable information on organization of a business limited liability company in the State of Oregon, as state laws and fees charged for organization are subject to change. Having the latest available inC Pre-Organization Worksheet - Oregon Address of state limited liability company department: The address is listed on the Worksheet. You should write to this department immediately, requesting all ava 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. Instructions for LLincluding, 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,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 damages (d 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, Inc, its 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 express or implieecretary of State or visit their website at http://www.filinginoregon.com. Disclaimer No Attorney-Client relationship is created by use of these materials. FindLegalForms, Inc. does not provide legal et 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's Sthe 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 Worksheoblems 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 s 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 pr 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 discussion company's purpose, structure and governance prior to organization within the State of Oregon. The process of preparing this worksheet will also help uncover any potential differences of opinion amongInformation LLC Pre-Organization Kit - Oregon Provided under agreement with copyright holder, © Nova Publishing Company 2004 This kit provides tools for determining the details of a limited liability Oregon