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Wisconsin al Company Reports (mandatory) Change of Address of Registered Agent (mandatory) Articles of Dissolution (mandatory, if applicable) Any other required state forms sin ? ? ? ? ? ? ? Application for Reservation of Limited Liability Company Name (if desired) Articles of Organization (mandatory) Amendments to Articles of Organization (mandatory, if applicable) Annuemployment, and workers compensation requirements Check insurance requirements Prepare company accounting ledgers Prepare company record book (looseleaf binder) LLC Document Filing Checklist ­ Wisconon Prepare 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, un company office 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 Organizati___________________________________________________________________ LLC Pre-Organization Worksheet 4 LLC Pre-Organization Checklist ­ Wisconsin ? ? ? ? ? ? ? ? ? ? ? ? Write state limited liability _______________________ ______________________________________________________________________________ Amendments to Operating Agreement (majority/%/unanimous?): _________________________ ____________________________________________________________ Termination of limited liability company: ____________________________________________ Amendments to Articles of Organization (majority/%/unanimous?):_______ Expulsion of members: __________________________________________________________ Insurance needs: ________________________________________________________________ New members: ________________________________________________________ ________________________________________ ________________________________________ Transfer of membership interests: ____________________________________________________________________________________________________ Salaries of members: Name ___________________________________ ___________________________________ ___________________________________ Salary crual?): ________________________________________________ Financial authority : Name ___________________________________ Authority to Do ________________________________________ Loans to members: ______ Required vote for members actions: (majority/%/unanimous?): __________________________ Fiscal Year: ___________________________________________________________________ Accounting type (cash or aceement Required quorum for members meetings: ____________________________________________ Annual members meeting: Place ______________________________________ Date ____________________ Time _______________________________________________________________ Is qualification in other states necessary? ____________________________________________ LLC Pre-Organization Worksheet 3 Company Operating Agr Proposed date of first members meeting: ____________________________________________ Proposed bank for company bank account: ___________________________________________ Cost of organization: _______sses ________________________________________________ ________________________________________________ ________________________________________________ ________________________________________________________________________________ __________________________________________ __________________________________________ __________________________________________ Proportionate Share of Profits and Lo________________________ Distribution and retention of profits and losses: _______________________________________ Initial indebtedness: $ _________________ Management of the company: Name __________ Share of Profits and Losses ________________________________________________ ________________________________________________ ________________________________________________ ________________________ losses: Name __________________________________________ __________________________________________ __________________________________________ __________________________________________ Proportionate _________________ _________________ _________________ Value _________________ _________________ _________________ _________________ _________________ _________________ Members' share of profits and_________________________ _____________________________________ _____________________________________ _____________________________________ Value _________________ _________________ _________________________________ _____________________________________ ________________ ________________ Cash/Property/Services _____________________________________ _____________________________________ ______________ Cash/Property/Services _____________________________________ _____________________________________ _____________________________________ _____________________________________ ____________________________ ____________________ Additional contributions: $ Date when due: Name ____________________ ____________________ ____________________ ____________________ ____________________ __________________ent total: $ ________________ Date when due: ________________ LLC Pre-Organization Worksheet 2 Name ____________________ ____________________ ____________________ ____________________ _________________________ Limited liability company's registered agent and office address: __________________________ ______________________________________________________________________________ Initial investm______________________ _____________________________________ _____________________________________ 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 ___________________ Patents/copyrights/trademarks: ____________________________________________________ Organization Matters State of organization: Wisconsin Company existence (limited or perpetual?): ____________________________________________________ ______________________________________________________________________________ State/local licenses required: _______________________________________________________________________ ______________________________________________________________________________ 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: ___________ Address ________________________ ________________________ ________________________ ________________________ ________________________ ________________________ Phone __________________________ _ Parties Involved in Forming the Limited Liability Company Name _______________________ _______________________ _______________________ _______________________ _______________________ _____________________________________________________ Alternate choices: _______________________________________________________________ ______________________________________________________________________________ Department of Financial Institutions Division of Corporate and Consumer Services Box 7846 Madison, WI 53707 Proposed Name of the Limited Liability Company First choice: ______________________________ll amend its Operating Agreement. Instructions for LLC Pre-Organization Worksheet 4 LLC Pre-Organization Worksheet ­ Wisconsin Name/Address of State Limited Liability Company Department: Wisconsin 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 limited liability company wihe 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 Organization: Here should be thewith 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 liability company: How will t 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 company to provide the members 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. Insurance: Under this heading, 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 range from "not at all" to " 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 interests: Under this listing, aecks, borrow money in 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 loansn advance. Please consult with a competent accounting professional. Instructions for LLC Pre-Organization Worksheet 3 Financial authority: Here list the authority of each proposed member to sign chher 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 liability company should be chosen ied 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), although this figure can be set higal 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 ownership shares of the limit 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, time, and place of the annuult 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 members meeting in order toy 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 state, you are advised to consry 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 this context, a limited liabilitcosts 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 of organization, it is necessaat 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 supplies; and any other direct ate fee for organization in Wisconsin is a filing fee of $170. If the Articles of Organization are filed electronically, the filing fee is $130. (Please note that a complete fee schedule is available the bank which will 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 st holding the first 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 or members and managers, 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 foron of the profits 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, the members to the 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 portig is noted how the 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 es, or property, list 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 headinto as "paid-in capital." 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, servichat will be transferred 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 t be a lawyer. Normally, 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 t service of process (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 noddress of the person 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 theit is not required that these names and addresses be stated in the Articles of Organization. Limited liability company's registered agent and address: Here you should list the name and actual street aity company is one. Members may be natural persons or business entities. Proposed me mbers: Here you should list the names and addresses of the proposed members of the company, although in Wisconsin, file the Articles of Organization. In Wisconsin, organizers need not be a natural person, nor need they be a member. Number of members: In Wisconsin, the minimum number of members for a limited liabil liability company. In Wisconsin, the effective date may be delayed up to 90 days if so stated in the Articles of Organization. Organizers: This should be the person (or persons) who will prepare and state formally approves the Articles of Organization), the organizers of your limited liability company will continue to be legally liable for any business conducted on behalf of the proposed limitedtion 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 existence. Until this date (actually, until thell conduct business. 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-Organizal need to be transferred 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 wicheck with a competent local attorney for details regarding the types of licenses required for your locality and business type. Patents/copyrights/trademarks: If patents, copyrights, or trademarks wilst be obtained by all limited liability companies. Additionally, certain types of businesses will require health department approvals, state board licensing, or other forms of licenses. If necessary, ld note any specific 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 muthe use of an "all-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 shouhe 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 limited liability company: All states provide for 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 the address of the actual physical location of ttain the words "Limited Liability Company" or the abbreviations "LLC" or "L.L.C." The word "Company" may be abbreviated as "Co." Parties involved: This listing should provide the names, addresses, andis often wise to clearly explain the business of the limited liability company through the choice of name. In Wisconsin, a company name may be reserved for 120 days for a fee of $15. The name must cone 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 names. It latest available information will save you time and trouble. Note that you can also download state forms and fee schedules at http://www.wdfi.org/corporations/forms/corp183forms.htm. Company name: Thequesting all available information on organization of a business limited liability company in the State of Wisconsin, as state laws and fees charged for organization are subject to change. Having theuctions for LLC Pre-Organization Worksheet - Wisconsin Address of state limited liability company department: The address is listed on the Worksheet. You should write to this department immediately, rr 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 expte's Corporations Department or visit their website at http://www.wdfi.org/corporations. Disclaimer No Attorney-Client relationship is created by use of these materials. FindLegalForms, Inc. does not orksheet 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 your stals 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-Organization Wult 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 principaussions 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 diffic 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. Frank discity company's purpose, structure and governance prior to organization within the State of Wisconsin. The process of preparing this worksheet will also help uncover any potential differences of opinionInformation LLC Pre-Organization Kit - Wisconsin Provided under agreement with copyright holder, © Nova Publishing Company 2004 This kit provides tools for determining the details of a limited liabil Wisconsin