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South Carolina e) Any other required state forms Amendments to Articles of Organization (mandatory, if applicable) Annual Company Reports (mandatory) Change of Address of Registered Agent (mandatory) Articles of Dissolution (mandatory, if applicablrd book (looseleaf binder) LLC Document Filing Checklist ­ South Carolina ? ? ? ? ? ? ? Application for Reservation of Limited Liability Company Name (if desired) Articles of Organization (mandatory)tion with an accountant Check state tax, employment, licensing, unemployment, and workers compensation requirements Check insurance requirements Prepare company accounting ledgers Prepare company reco desired, by filing with the state. Prepare Articles of Organization Prepare Operating Agreement If desired, have attorney review Articles of Organization prior to filing Review tax impact of organizauth Carolina ? ? ? ? ? ? ? ? ? ? ? ? Write state limited liability company office for information Complete Pre-Organization Worksheet Check annual fees and filing requirements Reserve company name, ifmajority/%/unanimous?): _________________________ ______________________________________________________________________________ LLC Pre-Organization Worksheet 4 LLC Pre-Organization Checklist ­ Soendments to Articles of Organization (majority/%/unanimous?): _______________________ ______________________________________________________________________________ Amendments to Operating Agreement (_______________________________ New members: _________________________________________________________________ Termination of limited liability company: ____________________________________________ Ambership interests: _________________________________________________ Expulsion of members: __________________________________________________________ Insurance needs: __________________________________________________ ___________________________________ Salary ________________________________________ ________________________________________ ________________________________________ Transfer of mem______________________________________ Loans to members: _____________________________________________________________ Salaries of members: Name ___________________________________ ___________________________________________________ Accounting type (cash or accrual?): ________________________________________________ Financial authority : Name ___________________________________ Authority to Do _____________________ 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: Place __________________________________________________ Cost of organization: ____________________________________________________________ Is qualification in other states necessary? _____________________________________________________ ________________________________________________ Proposed date of first members meeting: ____________________________________________ Proposed bank for company bank account: __________________________________ Proportionate Share of Profits and Losses ________________________________________________ ________________________________________________ ____________________________________ _________________ Management of the company: Name __________________________________________ __________________________________________ __________________________________________ ________________________________________________________ ________________________________________________ Distribution and retention of profits and losses: _______________________________________ Initial indebtedness: $___ __________________________________________ 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 __ose who will act as organizers: Name Address _________________________________ ___________________________________________ _________________________________ ___________________________________________ina Company existence (limited or perpetual?): __________________________________________ Proposed date to begin company business: ___________________________________________ Names and addresses of thred: ______________________________________________________ Patents/copyrights/trademarks: ____________________________________________________ Organization Matters State of organization: South CarolBusiness Purpose of limited liability company: _______________________________________________ ______________________________________________________________________________ State/local licenses requi____________________________________________________________________________ ______________________________________________________________________________ LLC Pre-Organization Worksheet 1 Type of ): _______________________________ ______________________________________________________________________________ Other places of business: _________________________________________________________ __al place of business: ___________________________________________ ______________________________________________________________________________ Ownership of principal place of business (own or lease?of Business Address of principal place of business: ______________________________________________ ______________________________________________________________________________ Description of princip_____________________ Phone __________________________ __________________________ __________________________ __________________________ __________________________ __________________________ Location _______________ _______________________ _______________________ Address ________________________ ________________________ ________________________ ________________________ ________________________ __________________________________________________________ Parties Involved in Forming the Limited Liability Company Name _______________________ _______________________ _______________________ ________ity Company First choice: ___________________________________________________________________ Alternate choices: _______________________________________________________________ _______________________­ South Carolina Name/Address of State Limited Liability Company Department: South Carolina Secretary of State Corporations Department Box 11350 Columbia, SC 29211 Proposed Name of the Limited Liabilgreement: Here should be the determination of how the limited liability company will amend its Operating Agreement. Instructions for LLC Pre-Organization Worksheet 4 LLC Pre-Organization Worksheet wish to be considered. Amendments to Articles of Organization: Here should be the determination of how the limited liability company will amend the Articles of Organization. Amendments to Operating Ad 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 liability company that you mayies. 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? Here note the terms anhe 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 business liability polic 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 you should consider t 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 ownership interests in thers: 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 a salary for their workch proposed member to sign checks, borrow 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 membeounting type (cash or accrual) of the limited liability company should be chosen in advance. Please consult with a competent accounting professional. Financial authority: Here list the authority of ealy 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, the fiscal year and accs 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 business. This is normale 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 that a quorum of memberimited 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 percent), although this figurliability 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 ownership of shares in the lity 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 desire that your limited nduct 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 a Certificate of Authorr 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 desires to actively coa is a filing fee of $110. (Please note 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 ocounts. 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 organization in South Carolin, 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 will handle the company ac, 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 first meeting of the membersthat 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 managers, or managers onlyof 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 profits for reinvestment, note 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 the company. Distribution 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 the members decide in whattes 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, list them here. Initial ability 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 capital." List also the dar 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 transferred to the limited liubpoenas 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. Normally, the main owner oregistered 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 process (that is: to accept sddresses be stated in the Articles 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 rsons or business entities. Proposed members: Here you should list the names and addresses of the proposed members of the company, although in South Carolina, it is not required that these names and arganizers need not be a natural person, nor need they be a member. Number of members: In South Carolina, the minimum number of members for a limited liability company is one. Members may be natural pe business conducted on behalf of the proposed limited liability company. Organizers: This should be the person (or persons) who will prepare and file the Articles of Organization. In South Carolina, olegal existence. Until this date (actually, until the state formally approves the Articles of Organization), the organizers of your limited liability company will continue to be legally liable for any choose perpetual. Instructions for LLC Pre-Organization Worksheet 1 Proposed date to begin company business: This should be the date on which you expect the limited liability company to begin its mpany should be organized in the state in which it will conduct business. Company existence: The choices here are perpetual (forever) or limited to a certain length. In virtually all cases, you shouldtrademarks: If patents, copyrights, or trademarks will need to be transferred into the limited liability company, they should be noted here. State of organization: In general, the limited liability colicensing, or other forms of licenses. If necessary, check with a competent local attorney for details regarding the types of licenses required for your locality and business type. Patents/copyrights/ale, or sales tax license. A Federal tax ID number must be obtained by all limited liability companies. Additionally, certain types of businesses will require health department approvals, state board siness." State/local licenses required: Here you should note any specific requirements for licenses to operate your type of business. Most states require obtaining a tax ID number and a retail, wholesof limited liability company: All states provide for the use of an "all-purpose" business purpose clause in describing the main activity of the business; for example, "to conduct any and all lawful but 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 is homebased, this address should be the home address. Purpose This listing should provide the names, addresses, and phone numbers of all of the people who are involved in the planning stages of the limited liability company. Principal place of business: This muswords "Limited Liability Company" or "Limited Company," or the abbreviations "LLC," "L.L.C.," "LC" or "L.C." The words "Limited" and "Company" may be abbreviated as "Ltd." and "Co." Parties involved: to clearly explain the business of the limited liability company through the choice of name. In South Carolina, a company name may be reserved for 120 days for a fee of $25. The name must contain the 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 often wise the latest available information will save you time and trouble. Please note that you can also download state forms and fee schedules at http://www.scsos.com/forms.htm. Company name: The selection ofquesting all available information on organization of a business limited liability company in the State of South Carolina, as state laws and fees charged for organization are subject to change. Havings for LLC Pre-Organization Worksheet ­ South Carolina Address of state limited liability company department: The address is listed on the Worksheet. You should write to this department immediately, reontract, 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. Instructionmages (including, 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 cc, 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 da 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, In 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 express ort your state's Secretary of State or visit their website at http://www.scsos.com. Disclaimer No Attorney-Client relationship is created by use of these materials. FindLegalForms, Inc. does not providenization 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 contace 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-Orgathe 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 provide thFrank 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 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 begins. iability company's purpose, structure and governance prior to organization within the State of South Carolina. The process of preparing this worksheet will also help uncover any potential differences Information LLC Pre-Organization Kit ­ South Carolina Provided under agreement with copyright holder, © Nova Publishing Company 2004 This kit provides tools for determining the details of a limited l South Carolina