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Virginia ory) Articles of Dissolution (mandatory, if applicable) Any other required state forms ame (if desired) Articles of Organization (mandatory) Amendments to Articles of Organization (mandatory, if applicable) Annual Company Reports (mandatory) Change of Address of Registered Agent (mandatnts Prepare company accounting ledgers Prepare company record book (looseleaf binder) LLC Document Filing Checklist ­ Virginia ? ? ? ? ? ? ? Application for Reservation of Limited Liability Company N Organization prior to filing Review tax impact of organization with an accountant Check state tax, employment, licensing, unemployment, and workers compensation requirements Check insurance requiremennual 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 Articles ofre-Organization Worksheet 4 LLC Pre-Organization Checklist ­ Virginia ? ? ? ? ? ? ? ? ? ? ? ? Write state limited liability company office for information Complete Pre-Organization Worksheet Check a_____________________________ Amendments to Operating Agreement (majority/%/unanimous?): _________________________ ______________________________________________________________________________ LLC Piability company: ____________________________________________ Amendments to Articles of Organization (majority/%/unanimous?): _______________________ _______________________________________________________________ Insurance needs: ________________________________________________________________ New members: _________________________________________________________________ Termination of limited l_______ ________________________________________ Transfer of membership interests: _________________________________________________ Expulsion of members: ____________________________________________bers: Name ___________________________________ ___________________________________ ___________________________________ Salary ________________________________________ _________________________________ity : Name ___________________________________ Authority to Do ________________________________________ Loans to members: _____________________________________________________________ Salaries of mem_________________ Fiscal Year: ___________________________________________________________________ Accounting type (cash or accrual?): ________________________________________________ Financial author_______________ Annual members meeting: Place ______________________________________ Date ____________________ Time _____________ Required vote for members actions: (majority/%/unanimous?): _________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 qualification in ____________________________ ________________________________________________ ________________________________________________ Proposed date of first members meeting: _________________________________ __________________________________________ __________________________________________ Proportionate Share of Profits and Losses ________________________________________________ ____________________: _______________________________________ Initial indebtedness: $ _________________ Management of the company: Name __________________________________________ ____________________________________________ ________________________________________________ ________________________________________________ ________________________________________________ Distribution and retention of profits and losses_________________________ __________________________________________ __________________________________________ Proportionate Share of Profits and Losses __________________________________________________ _________________ _________________ _________________ _________________ _________________ Members' share of profits and losses: Name __________________________________________ ____________________________________________ _____________________________________ Value _________________ _________________ _________________ _________________ _________________ _________________ Value __________________________ Cash/Property/Services _____________________________________ _____________________________________ _____________________________________ _____________________________________ ______________________________________ _____________________________________ _____________________________________ _____________________________________ _____________________________________ ________________ __me ____________________ ____________________ ____________________ ____________________ ____________________ ____________________ Cash/Property/Services _____________________________________ _________anization Worksheet 2 Name ____________________ ____________________ ____________________ ____________________ ____________________ ____________________ Additional contributions: $ Date when due: Naess: __________________________ ______________________________________________________________________________ Initial investment total: $ ________________ Date when due: ________________ LLC Pre-Org________________________ Phone _________________ _________________ _________________ _________________ _________________ _________________ Limited liability company's registered agent and office addr__________________________________ _____________________________________ _____________________________________ _____________________________________ _____________________________________ _____________________________________ Proposed members of the company: Name ____________________ ____________________ ____________________ ____________________ ____________________ ____________________ Address ________________________ ___________________________________________ _________________________________ ___________________________________________ Number of proposed members: ___________________________________________________________________ Names and addresses of those who will act as organizers: Name Address _________________________________ ___________________________________________ __________________________ Organization Matters State of organization: Virginia Company existence (limited or perpetual?): __________________________________________ Proposed date to begin company business: ________________________________________________ State/local licenses required: ______________________________________________________ Patents/copyrights/trademarks: ________________________________________________________________ LLC Pre-Organization Worksheet 1 Type of Business Purpose of limited liability company: _______________________________________________ __________________________________ business: _________________________________________________________ ______________________________________________________________________________ ___________________________________________________________________ Ownership of principal place of business (own or lease?): _______________________________ ______________________________________________________________________________ Other places of________________________________________________ Description of principal place of business: ___________________________________________ _____________________________________________________________________ __________________________ __________________________ Location of Business Address of principal place of business: ______________________________________________ _______________________________________________ ________________________ ________________________ ________________________ Phone __________________________ __________________________ __________________________ __________________________________ _______________________ _______________________ _______________________ _______________________ _______________________ Address ________________________ ________________________ ______________________________________________________ ______________________________________________________________________________ Parties Involved in Forming the Limited Liability Company Name _________ission Box 1197 Richmond, VA 23209 Proposed Name of the Limited Liability Company First choice: ___________________________________________________________________ Alternate choices: ________________ng Agreement. Instructions for LLC Pre-Organization Worksheet 4 LLC Pre-Organization Worksheet ­ Virginia Name/Address of State Limited Liability Company Department: Virginia State Corporation Commw the 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 Operati list 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 hobility insurance. New me mbers: 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? Heref 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 provide the members with life and/or disanimous 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 ooted 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 unaers. 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 n the company name, or sign documents in the name of the 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 membsult with a competent accounting professional. Instructions for LLC Pre-Organization Worksheet 3 Financial authority: Here list the authority of each proposed member to sign checks, borrow money ino be 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 conthat 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 tould 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 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, and place of the annual members meeting shess 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 r 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 are advised to consult a competent businimited 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 anothetion 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 lsted 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 organizaers at the first members meeting. Cost of organization: The state fee for organization in Virginia is a filing fee of $100. (Please note that a complete fee schedule is available at the web address liank 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 membe 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 company bty 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 comprise the management of the company. Datand losses to each partner. If the company will retain a portion of the profits for reinvestment, note that here. Instructions for LLC Pre-Organization Worksheet 2 Management of the limited liabili 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 profits e 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 may,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, pleasrests 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 are stment: 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 inteof 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 Invevailable 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 member 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 be aof the proposed members of the company, although in Virginia, it is not required that these names and addresses be stated in the Articles of Organization. Limited liability company's registered agent In Virginia, the minimum 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 zers: This should be the person (or persons) who will prepare and file the Articles of Organization. In Virginia, organizers need not be a natural person, nor need they be a member. Number of members:liable for any business conducted on behalf of the proposed limited liability company. In Virginia, the effective date may be delayed up to 15 days if so stated in the Articles of Organization. Organi to begin its legal 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 es, you should 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 companyd liability company 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 casts/copyrights/trademarks: 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 limite, state board licensing, 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. Patenretail, wholesale, 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 all lawful business." 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 ress. Purpose of 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 andness: 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 is homebased, this address should be the home addies 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 limited liability company. Principal place of busi contain the words "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." Part. It is often wise to clearly explain the business of the limited liability company through the choice of name. In Virginia, a company name may be reserved for 120 days for a fee of $10. The name muste: The selection 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 namesg the latest available information will save you time and trouble. Note that you can also download state forms and fee schedules at http://www.state.va.us/scc/division/clk/fee_dom_llc.htm. Company namquesting all available information on organization of a business limited liability company in the Commonwealth of Virginia, as state laws and fees charged for organization are subject to change. Havinuctions for LLC Pre-Organization Worksheet - Virginia Address of state limited liability company department: The address is listed on the Worksheet. You should write to this department immediately, rer 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. Instrtial 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, whetherms, 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 consequenress 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) FindLegalFoprovide 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 expr state's Corporations Department or visit their website at http://www.state.va.us/scc/. Disclaimer No Attorney-Client relationship is created by use of these materials. FindLegalForms, Inc. does not ion 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 youncipals 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-Organizatifficult 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 pri 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 dinion 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. Frankty company's purpose, structure and governance prior to organization within the Commonwealth of Virginia. The process of preparing this worksheet will also help uncover any potential differences of opInformation LLC Pre-Organization Kit - Virginia Provided under agreement with copyright holder, © Nova Publishing Company 2004 This kit provides tools for determining the details of a limited liabili Virginia