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South Dakota any Reports (mandatory) Change of Address of Registered Agent (mandatory) Articles of Dissolution (mandatory, if applicable) Any other required state forms ? ? ? ? ? Application for Reservation of Limited Liability Company Name (if desired) Articles of Organization (mandatory) Amendments to Articles of Organization (mandatory, if applicable) Annual Comp, and workers compensation requirements Check insurance requirements Prepare company accounting ledgers Prepare company record book (looseleaf binder) LLC Document Filing Checklist ­ South Dakota ? ? Operating 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, unemploymentffice for 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______________________________________________________ LLC Pre-Organization Worksheet 4 LLC Pre-Organization Checklist ­ South Dakota ? ? ? ? ? ? ? ? ? ? ? ? Write state limited liability company o___________ ______________________________________________________________________________ Amendments to Operating Agreement (majority/%/unanimous?): _________________________ ____________________________________________________________ Termination of limited liability company: ____________________________________________ Amendments to Articles of Organization (majority/%/unanimous?): ____________sion of members: __________________________________________________________ Insurance needs: ________________________________________________________________ New members: ________________________________________________________ ________________________________________ ________________________________________ Transfer of membership interests: _________________________________________________ Expul_____________________________________________ Salaries of members: Name ___________________________________ ___________________________________ ___________________________________ Salary _________________________________________________________ Financial authority : Name ___________________________________ Authority to Do ________________________________________ Loans to members: ________________ vote for members actions: (majority/%/unanimous?): __________________________ Fiscal Year: ___________________________________________________________________ Accounting type (cash or accrual?): ____ed quorum for members meetings: ____________________________________________ Annual members meeting: Place ______________________________________ Date ____________________ Time _____________ Required________________________________________ Is qualification in other states necessary? ____________________________________________ LLC Pre-Organization Worksheet 3 Company Operating Agreement Requirte of first members meeting: ____________________________________________ Proposed bank for company bank account: ___________________________________________ Cost of organization: ____________________________________________________________ ________________________________________________ ________________________________________________ ________________________________________________ Proposed da___________________ __________________________________________ __________________________________________ __________________________________________ Proportionate Share of Profits and Losses ___________________ Distribution and retention of profits and losses: _______________________________________ Initial indebtedness: $ _________________ Management of the company: Name _______________________fits and Losses ________________________________________________ ________________________________________________ ________________________________________________ _____________________________________ __________________________________________ __________________________________________ __________________________________________ __________________________________________ Proportionate Share of Pro_____ _________________ _________________ Value _________________ _________________ _________________ _________________ _________________ _________________ Members' share of profits and losses: Name____________ _____________________________________ _____________________________________ _____________________________________ Value _________________ _________________ _________________ _______________ _____________________________________ ________________ ________________ Cash/Property/Services _____________________________________ _____________________________________ _________________________erty/Services _____________________________________ _____________________________________ _____________________________________ _____________________________________ _________________________________________________ Additional contributions: $ Date when due: Name ____________________ ____________________ ____________________ ____________________ ____________________ ____________________ Cash/Prop________________ Date when due: ________________ LLC Pre-Organization Worksheet 2 Name ____________________ ____________________ ____________________ ____________________ ____________________ _____ Limited liability company's registered agent and office address: __________________________ ______________________________________________________________________________ Initial investment total: $ _________ _____________________________________ _____________________________________ Phone _________________ _________________ _________________ _________________ _________________ _________________ _______ ____________________ ____________________ 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 _____________________________rights/trademarks: ____________________________________________________ Organization Matters State of organization: South Dakota Company existence (limited or perpetual?): _________________________________________________ ______________________________________________________________________________ State/local licenses required: ______________________________________________________ Patents/copy____ ______________________________________________________________________________ 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: ____________________________________________ ________________________ ________________________ ________________________ ________________________ ________________________ Phone __________________________ _________________d in Forming the Limited Liability Company Name _______________________ _______________________ _______________________ _______________________ _______________________ _______________________ Address _____________________ Alternate choices: _______________________________________________________________ ______________________________________________________________________________ Parties Involve Company Department: South Dakota Secretary of State 500 East Capitol Ave. Pierre, SD 57501 Proposed Name of the Limited Liability Company First choice: ______________________________________________limited liability company will amend its Operating Agreement. Instructions for LLC Pre-Organization Worksheet 4 LLC Pre-Organization Worksheet ­ South Dakota Name/Address of State Limited Liabilitynization: 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 iability 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 Orgapany 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. Termination of limited lsurance: 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 comrange 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 removal of members. Inrests: 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 parties. This may ve 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 of membership inte company name, 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 hay company 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 theh 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 the limited liabilitwnership 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 50 percent), althoug 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 the percentage of o 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 meeting: The date,ate, 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 be represented at a 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 activities in another st 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 other state. In thisplies; 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 that the main state ofe 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 procuring the necessary suplution form, which will be signed by the members at the first members meeting. Cost of organization: The state fee for organization in South Dakota is a filing fee of $125. (Please note that a completfficially 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 resoy 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 Agreement will be orksheet 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 actualliability 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 Wowill 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 lness 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 ional 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 indebtedansfer 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. Additelected 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 trty 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 sll 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 liabiliLimited 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. Amembers: Here you should list the names and addresses of the proposed members of the company. In South Dakota, it is required that these names and addresses be stated in the Articles of Organization. um number of organizers is one. Number of members: In South Dakota, the minimum number of members for a limited liability company is one. Members may be natural persons or business entities. Proposed ess 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 Dakota, the minimexistence. 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 busine 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 legal 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 should choosarks: 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 company ing, 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/trademr 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 licens." 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, wholesale, oited 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 businesshe 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 of limisting 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 must be tLimited 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: This learly explain the business of the limited liability company through the choice of name. In South Dakota, a company name may be reserved for 120 days for a fee of $20. The name must contain the words "me 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 clst available information will save you time and trouble. Please note that you can also download state forms and fee schedules at http://www.sdsos.gov/corporations/. Company name: The selection of a nag all available information on organization of a business limited liability company in the State of South Dakota, as state laws and fees charged for organization are subject to change. Having the late LLC Pre-Organization Worksheet ­ South Dakota Address of state limited liability company department: The address is listed on the Worksheet. You should write to this department immediately, requestinct, 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 fors (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 contrats 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 damagelied 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, ial 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 impur state's Secretary of State or visit their website at http://www.sdsos.gov. Disclaimer No Attorney-Client relationship is created by use of these materials. FindLegalForms, Inc. does not provide legtion 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 South Dakota. The process of preparing this worksheet will also help uncover any potential differences of oInformation LLC Pre-Organization Kit ­ South Dakota Provided under agreement with copyright holder, © Nova Publishing Company 2004 This kit provides tools for determining the details of a limited lia South Dakota