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Utah datory) Articles of Dissolution (mandatory, if applicable) Any other required state forms y Name (if desired) Articles of Organization (mandatory) Amendments to Articles of Organization (mandatory, if applicable) Annual Company Reports (mandatory) Change of Address of Registered Agent (manquirements Prepare company accounting ledgers Prepare company record book (looseleaf binder) LLC Document Filing Checklist ­ Utah ? ? ? ? ? ? ? Application for Reservation of Limited Liability Compancles of Organization prior to filing Review tax impact of organization with an accountant Check state tax, employment, licensing, unemployment, and workers compensation requirements Check insurance reCheck annual fees and filing requirements Reserve company name, if desired, by filing with the state. Prepare Articles of Organization Prepare Operating Agreement If desired, have attorney review Arti____ LLC Pre-Organization Worksheet 4 LLC Pre-Organization Checklist ­ Utah ? ? ? ? ? ? ? ? ? ? ? ? Write state limited liability company office for information Complete Pre-Organization Worksheet ________________________________________ Amendments to Operating Agreement (majority/%/unanimous?): _________________________ __________________________________________________________________________f limited liability company: ____________________________________________ Amendments to Articles of Organization (majority/%/unanimous?): _______________________ _______________________________________________________________ Insurance needs: ________________________________________________________________ New members: _________________________________________________________________ Termination o__________________ ________________________________________ Transfer of membership interests: _________________________________________________ Expulsion of members: _________________________________ries of members: Name ___________________________________ ___________________________________ ___________________________________ Salary ________________________________________ ______________________cial authority : Name ___________________________________ Authority to Do ________________________________________ Loans to members: _____________________________________________________________ Sala: __________________________ Fiscal Year: ___________________________________________________________________ Accounting type (cash or accrual?): ________________________________________________ Finan__________________________ Annual members meeting: Place ______________________________________ Date ____________________ Time _____________ Required vote for members actions: (majority/%/unanimous?)ication in other states necessary? ____________________________________________ LLC Pre-Organization Worksheet 3 Company Operating Agreement Required quorum for members meetings: _________________________________________ Proposed bank for company bank account: ___________________________________________ Cost of organization: ____________________________________________________________ Is qualif_______________________________________ ________________________________________________ ________________________________________________ Proposed date of first members meeting: _________________________________ __________________________________________ __________________________________________ Proportionate Share of Profits and Losses ________________________________________________ _________ and losses: _______________________________________ Initial indebtedness: $ _________________ Management of the company: Name __________________________________________ ____________________________________________ ________________________________________________ ________________________________________________ ________________________________________________ Distribution and retention of profits____________________________________ __________________________________________ __________________________________________ Proportionate Share of Profits and Losses __________________________________________________ _________________ _________________ _________________ _________________ _________________ Members' share of profits and losses: Name __________________________________________ ______ _____________________________________ _____________________________________ Value _________________ _________________ _________________ _________________ _________________ _________________ Value _________ ________________ Cash/Property/Services _____________________________________ _____________________________________ _____________________________________ ______________________________________ _____________________________________ _____________________________________ _____________________________________ _____________________________________ _____________________________________ ________hen due: Name ____________________ ____________________ ____________________ ____________________ ____________________ ____________________ Cash/Property/Services ____________________________________LLC Pre-Organization Worksheet 2 Name ____________________ ____________________ ____________________ ____________________ ____________________ ____________________ Additional contributions: $ Date woffice address: __________________________ ______________________________________________________________________________ Initial investment total: $ ________________ Date when due: ________________ ___________________________________ Phone _________________ _________________ _________________ _________________ _________________ _________________ Limited liability company's registered agent and Address _____________________________________ _____________________________________ _____________________________________ _____________________________________ _____________________________________ _____________________________________ Proposed members of the company: Name ____________________ ____________________ ____________________ ____________________ ____________________ ____________________ ________________________________ ___________________________________________ _________________________________ ___________________________________________ Number of proposed members: _________________iness: ___________________________________________ Names and addresses of those who will act as organizers: Name Address _________________________________ ___________________________________________ ______________________________ Organization Matters State of organization: Utah Company existence (limited or perpetual?): __________________________________________ Proposed date to begin company bus___________________________________________________________ State/local licenses required: ______________________________________________________ Patents/copyrights/trademarks: ________________________________________________________________ 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 __________________________ __________________________ __________________________ _____ Name _______________________ _______________________ _______________________ _______________________ _______________________ _______________________ Address ________________________ _______________________________________________________________________________ ______________________________________________________________________________ Parties Involved in Forming the Limited Liability Companyf Corporations Box 45801 Salt Lake City, UT 84145 Proposed Name of the Limited Liability Company First choice: ___________________________________________________________________ Alternate choices: _Agreement. Instructions for LLC Pre-Organization Worksheet 4 LLC Pre-Organization Worksheet ­ Utah Name/Address of State Limited Liability Company Department: Utah Department of Commerce Division ohe limited liability company 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 st any considerations relating 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 tlity insurance. New members: 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 liinsurance that you will need, 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 disabimous or majority consent of the 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 ed 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 range from "not at all" to "freely" or may be unani3 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: Under this listing, a decision should be not limited liability company. Loans 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 lt with a competent accounting 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 thebe unanimous. Fiscal year and 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 consuat 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 figure can be set higher and can be made to ld 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 shares of the limited liability company thy 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, and place of the annual members meeting shous 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 meeting in order to officially transact anstate is referred to as a "foreign" limited liability company. If you desire that your limited liability company qualify for activities in another state, you are advised to consult a competent businesited liability company in that 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 on process. Out-of-state qualification: 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 limed above). This cost should also reflect the cost of obtaining professional assistance (legal or accounting); the cost of procuring the necessary supplies; and any other direct costs of the organizatiembers at the first members meeting. Cost of organization: The state fee for organization in Utah is a filing fee of $52. (Please note that a complete fee schedule is available at the web address listy bank account: In advance of organization, 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 mDate 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 officially adopted Proposed bank for companmbers only, or members and managers, 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 ts and losses to each partner. 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 meay, 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 liability company will distribute its profiease 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 will be distributed to the members. This mre to be planned additional member contributions of money, services, or property, list them here. Initial indebtedness: If there is to be any initial indebtedness for the limited liability company, plnterests 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. Additional contributions by members: If there anvestment: This figure is the total 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 ier 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 selected as the registered agent. Initial Ie 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 liability company). The person need not be a membnt 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. All states require that a specific person bf the company. In Utah, if the company is to be member-managed, then it is required that these names and addresses be stated in the Articles of Organization. Limited liability company's registered age 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 o be the person (or persons) who will prepare and file the Articles of Organization. In Utah, organizers need not be a natural person, nor need they be a member. Number of members: In Utah, the minimumganization), 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 offi Company" or "Limited Company," or the abbreviations "LLC," "L.L.C.," "LC," or "L.C." Parties involved: This listing should provide the names, addresses, and phone numbers of all of the people who arelain the business of the limited liability company through the choice of name. In Utah, a company name may be reserved for 120 days for a fee of $22. The name must contain the words "Limited Liabilityen 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 clearly exption will save you time and trouble. Please note that you can also download state forms and fee schedules at http://www.commerce.utah.gov/cor/LLPLLCLP.htm. Company name: The selection of a name is oftble information on organization of a business limited liability company in the State of Utah, as state laws and fees charged for organization are subject to change. Having the latest available informa Pre-Organization Worksheet - Utah Address of state limited liability company department: The address is listed on the Worksheet. You should write to this department immediately, requesting all availastrict 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 LLCncluding, 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, gents, 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 (i 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 impliedtary of State or visit their website at http://www.commerce.state.ut.us/. Disclaimer No Attorney-Client relationship is created by use of these materials. FindLegalForms, Inc. does not provide legal are-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 Utah. The process of preparing this worksheet will also help uncover any potential differences of opinion among theInformation LLC Pre-Organization Kit - Utah Provided under agreement with copyright holder, © Nova Publishing Company 2004 This kit provides tools for determining the details of a limited liability c Utah