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Pennsylvania ssolution (mandatory, if applicable) Any other required state forms of Organization (mandatory) Amendments to Certificate of Organization (mandatory, if applicable) Annual Company Reports (mandatory) Change of Address of Registered Agent (mandatory) Certificate of Diedgers Prepare company record book (looseleaf binder) LLC Document Filing Checklist ­ Pennsylvania ? ? ? ? ? ? ? Application for Reservation of Limited Liability Company Name (if desired) Certificateview tax impact of organization with an accountant Check state tax, employment, licensing, unemployment, and workers compensation requirements Check insurance requirements Prepare company accounting lerve company name, if desired, by filing with the state. Prepare Certificate of Organization Prepare Operating Agreement If desired, have attorney review Certificate of Organization prior to filing Renization Checklist ­ Pennsylvania ? ? ? ? ? ? ? ? ? ? ? ? Write state limited liability company office for information Complete Pre-Organization Worksheet Check annual fees and filing requirements Reso Operating Agreement (majority/%/unanimous?): _________________________ ______________________________________________________________________________ LLC Pre-Organization Worksheet 4 LLC Pre-Orga_________________ Amendments to Certificate of Organization (majority/%/unanimous?): _______________________ ______________________________________________________________________________ Amendments t___________________________________________________ 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 __________________________________ ______________________________________ 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: Placeccount: ___________________________________________ Cost of organization: ____________________________________________________________ Is qualification in other states necessary? _____________________________________________________ ________________________________________________ Proposed date of first members meeting: ____________________________________________ Proposed bank for company bank a__________________________________________ Proportionate Share of Profits and Losses ________________________________________________ ________________________________________________ ________________tial indebtedness: $ _________________ Management of the company: Name __________________________________________ __________________________________________ __________________________________________ _______ ________________________________________________ ________________________________________________ Distribution and retention of profits and losses: _______________________________________ Ini_______________________ __________________________________________ 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 ______________the company: Name ____________________ ____________________ ____________________ ____________________ ____________________ ____________________ Address _____________________________________ ______________________________ _________________________________ ___________________________________________ Number of proposed members: ____________________________________________________ Proposed members of and addresses of those who will act as organizers: Name Address _________________________________ ___________________________________________ _________________________________ _______________________nization: Pennsylvania Company existence (limi ted or perpetual?): __________________________________________ Proposed date to begin company business: ___________________________________________ Names/local licenses required: ______________________________________________________ Patents/copyrights/trademarks: ____________________________________________________ Organization Matters State of orgaorksheet 1 Type of Business Purpose of limited liability company: _______________________________________________ ______________________________________________________________________________ State__________________ ______________________________________________________________________________ ______________________________________________________________________________ LLC Pre-Organization Wsiness (own or lease?): _______________________________ ______________________________________________________________________________ Other places of business: _______________________________________escription of principal place of business: ___________________________________________ ______________________________________________________________________________ Ownership of principal place of bu__________ Location of Business Address of principal place of business: ______________________________________________ ______________________________________________________________________________ D_________________ ________________________ Phone __________________________ __________________________ __________________________ __________________________ __________________________ ____________________________ _______________________ _______________________ _______________________ Address ________________________ ________________________ ________________________ ________________________ ___________________________________________________________________________________ Parties Involved in Forming the Limited Liability Company Name _______________________ _______________________ ___________of the Limited Liability Company First choice: ___________________________________________________________________ Alternate choices: _______________________________________________________________ __ Pre-Organization Worksheet ­ Pennsylvania Name/Address of State Limited Liability Company Department: Pennsylvania Department of State Corporation Bureau Box 8722 Harrisburg, PA 17105 Proposed Name n. Amendments 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 LLCy company that you may wish to be considered. Amendments to Certificate of Organization: Here should be the determination of how the limited liability company will amend the Certificate of OrganizatioHere 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 liabilitsiness 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? 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, ranging from general casualty to various burship 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 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 members are to be allowed to transfer their owneompany. 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 aganization Worksheet 3 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 che fiscal year and accounting type (cash or accrual) of the limited liability company should be chosen in advance. Please consult with a competent accounting professional. Instructions for LLC Pre-Orsiness. 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, 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 affirmative in order to officially pass any member bu), although 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 thip 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 percentire 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 owners 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 "foreign" limited liability company. If you desdesires 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 aal assistance (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 ization in Pennsylvania is a filing fee of $125. (Please note that a complete fee schedule is available at the web address listed above). This cost should also reflect the cost of obtaining professionll handle the company accounts. Obtain from the bank the necessary bank resolution form, which will be signed by the members at the first members meeting. Cost of organization: The state fee for organt meeting of the members, at which the company Operating Agreement will be officially adopted Proposed bank for company bank account: In advance of organization, you should determine the bank which winagers, or managers only, note the decision here. Also note who will actually comprise the management of the company. Date of first members meeting: This will be the date proposed for holding the firs for reinvestment, note that here. Instructions for LLC Pre-Organization Worksheet 2 Management of the limited liability company: If the business is to be managed by members only, or members and mae company. Distribution of profits and losses: Here decide how the limited liability company will distribute its profits and losses to each partner. If the company will retain a portion of the profitse 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 the amount of the contributions of the members to thlist them here. Initial indebtedness: If there is to be any initial indebtedness for the limited liability company, please list it here. Share of profits and losses: Under this heading is noted how thpital." List also the dates on which the contributions are to be made. Additional contributions by members: If there are to be planned additional member contributions of money, services, or property, ferred to the limited liability company upon its beginning business. This transfer will be in exchange for ownership interests in the limited liability company. This is also referred to as "paid-in carmally, the main owner or the attorney of the limited liability company is selected as the registered agent. Initial Investment: This figure is the total amount of money or property that will be transss (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 company. The registered agent need not be a lawyer. Noson 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 the limited liability company for the service of procehat these names and addresses be stated in the Certificate of Organization. Limited liability company's registered agent and address: Here you should list the name and actual street address of the perny is one. Members may be natural persons or business entities. Proposed members: Here you should list the names and addresses of the proposed members of the company. In Pennsylvania, it is required tte of Organization. In Pennsylvania, organizers need not be a natural person, nor need they be a member. Number of members: In Pennsylvania, the minimum number of members for a limited liability compampany. In Pennsylvania, the effective date may be delayed to a date stated in the Certificate of Organization Organizers: This should be the person (or persons) who will prepare and file the Certificaapproves the Certificate of Organization), the organizers of your limited liability company will continue to be legally liable for any business conducted on behalf of the proposed limited liability co1 Proposed date to begin company 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 ess. Company existence: The 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 nsferred into the limited liability 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 businpetent local attorney for details regarding the types of licenses required for your locality and business type. Patents/copyrights/trademarks: If patents, copyrights, or trademarks will need to be tray all limited liability companies. Additionally, certain types of businesses will require health department approvals, state board licensing, or other forms of licenses. If necessary, check with a comific requirements for licenses 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 bll-purpose" business purpose 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 spec. 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 company: All states provide for the use of an "af 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 the actual physical location of the main businessntain the words "Limited Liability Company," "Limited Company," or "Company," or an abbrevation of one of these. Parties involved: This listing should provide the names, addresses, and phone numbers o often wise to clearly explain the business of the limited liability company through the choice of name. In Pennsylvania, a company name may be reserved for 120 days for a fee of $70. The name must coselection 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 is the latest available information will save you time and trouble. Note that you can also download state forms and fee schedules at http://www.dos.state.pa.us/corps/site/default.asp. Company name: The , requesting all available information on organization of a limited liability company in the Commonwealth of Pennsylvania, as state laws and fees charged for organization are subject to change. Havingtructions for LLC Pre-Organization Worksheet Pennsylvania Address of state limited liability company department: The address is listed on the Worksheet. You should write to this department immediatelyher in 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. Insential 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, whetForms, 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 consequxpress 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) FindLegalt provide 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 etact your state's Secretary of State or visit their website at http://www.dos.state.pa.us. Disclaimer No Attorney-Client relationship is created by use of these materials. FindLegalForms, Inc. does norganization 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 con the principals 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-Oof the difficult 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 provides. Frank 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 es of opinion 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 beginbility company's purpose, structure and governance prior to organization within the Commonwealth of Pennsylvania. The process of preparing this worksheet will also help uncover any potential differencInformation LLC Pre-Organization Kit - Pennsylvania Provided under agreement with copyright holder, © Nova Publishing Company 2004 This kit provides tools for determining the details of a limited lia Pennsylvania