LLC ENTITY FORMATION. This is a Questionnaire. The purpose of this Limited Liability Company questionnaire is

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1 LLC ENTITY FORMATION This is a Questionnaire. The purpose of this Limited Liability Company questionnaire is for us to determine what must be done to form a proper LLC for you. Its purpose is to fully address important matters, before formation of the legal entity process begins. What? Briefly state what you would like to be the name of your LLC. Alternate Alternate Preferred First Alternate Second Alternate What State? Please indicate the state(s) in which business is or will be conducted: Example: California, Nevada, Oregon, Arizona, etc. What? Please indicate the location of your principal place of business. Street City County State Zip Code Street City County State Zip Code Professional LLC? Are you an architect, doctor, dentist, general contractor, lawyer, or broker? Note: If you choose yes, then you should consider a corporation or a limited liability partnership because professionals may not form an LLC to provide professional services. Are you converting? Are you converting from an existing sole proprietorship or partnership? If so, the LLC will assume all business assets and liabilities, and owners will become LLC members. [ ] Sole Proprietorship conversion. [ ] Partnership conversion. [ ] No, this is a new business. Registered Agent? Please name a registered agent, or specify attorney to act as agent: Registered Agent s and. If you would like my firm to act as registered agent, please write ATTORNEY. How many members? Please state the number of members your LLC will begin with. Realize that you can amend your LLC later to add and subtract members. Please indicate a number. At the end of this form you will list the members, their capital contributions, and ownership percentage. Page 1 of 9 CALIFORNIA SMALL BUSINESS LAW LLC FORMATION QUESTIONNAIRE File No.

2 Member Managed? or Manager Managed? Your LLC may be managed by a single member, all the members, one manager, or all the managers. This is the person(s) who will be responsible for making the significant decisions for the business. Usually this person will be located where the business is operated. Most common are member(s) managed LLCs. However, if many of the members are silent investors, then a manager managed LLC is preferred. Note that managers appoint officers, and a manager can but does not need to have ownership in the LLC as a member. [ ] Single Member Managed. (a usual choice) [ ] All Members. (a usual choice) [ ] Single Manager Managed. [ ] I would like more than one manager to manage. Transferring Interests. The default rule requires the consent of all other members before a member may sell, or otherwise transfer their membership interest. Would you like a different rule? [ ] Freely transferable (usual choice). [ ] A simple majority of members must consent to allow. [ ] Consent of two thirds members. [ ] Consent of all other members (default). If you would like a different rule,, please explain how you would like your rule to read. If you have questions, leave this blank and ask the attorney for guidance. Automatic Dissolution? Would you like your LLC to dissolve upon the happening of a certain event or a certain date? This is not necessary because an LLC can continue indefinitely. State the event or date. This is not necessary. Percentages or Units? Would you like members to receive a percentage share? or units? Using percentages is simple if there is a minimal number of members, such as twenty or less. Using units allows room for many additional members, and makes it easy to create different classes. [ ] Percentages. (usual choice) [ ] Units. Units. If you choose to have units, please indicate how many units you would like to issue. [ ] 100 [ ] 10,000 [ ] Other: Voting Classes? Would you like to create different voting classes? Your operating agreement can contain a provision which specifies different classes of units or members who have superior voting power. For example, you can create a voting class that has five times the voting power. [ ] Yes, create voting classes. [ ] No thanks, maybe later. If yes, please explain how many voting classes you would like to create, or leave this section blank and ask attorney for guidance. Page 2 of 9 CALIFORNIA SMALL BUSINESS LAW LLC FORMATION QUESTIONNAIRE File No.

3 Allocation Classes? Would you like to create different classes for allocations of profits? Your operating agreement can contain a provision which specifies different classes of units or members who have superior distributions of profits. For example, you can create an allocation class that is allocated five times the distributions of others. [ ] Yes, create allocation classes. [ ] No thanks, maybe later. If yes, please explain how many allocation classes you would like to create, or leave this section blank and ask attorney for guidance. Officers? An LLC may have officers. Officers are not required and members or managers may serve as officers. You can have as many officers as you like and officers can serve in multiple positions. If you choose to have officers, please indicate below. President? Please state if you would like to name a president for this LLC: not required. President s and Treasurer? Please name a treasurer for this LLC: not required. Treasurer s and Secretary? Please name a secretary for this LLC: not required. Secretary s and Other types of officers? Please name other officers for this LLC: not required. Chief Operating Officer? Vice President? Chief Technology Officer? Administrative VP? Employees? Do you plan to have employees of your LLC? Employee Types? Please indicate estimated number of your LLC s employee types: [ ] Agricultural Employees. Agricultural employees include any person who works on a farm, ranch, nursery or greenhouse producing crops and/or raising livestock. Please note that forestry and lumbering are not farm work. [ ] Household Employees. Household employees include any employee who does household work in and around your home. Some examples of household employees include: babysitters, nannies, housekeepers, drivers, private nurses, gardeners (Note: this does not include independent contractors). [ ] Other Employees. Generally, anyone who performs services for you is your employee if you control their work and provide them with a W-2 form. Employee Wages? What is the first date you anticipate to being paying wages? Estimate the first day the LLC will begin paying wages. Page 3 of 9 CALIFORNIA SMALL BUSINESS LAW LLC FORMATION QUESTIONNAIRE File No.

4 Employment Tax? Will your LLC have $1,000 or less in employment tax liability per year? This means that your LLC will pay, in aggregate, less than $4,000 in wages to employees per year. Casino? Will your LLC operate a casino, or involve gambling or wagering? Trade s? Do you plan to operate your LLC under any other names? Your LLC is not required to have a trade name, but if you plan to do business under a name that is not the actual name of the LLC then you must state your trade name. [ ] Yes. If yes, what name? [ ] No. [ ] Yes. If yes, what name? Specific Business? Briefly explain what specific type of business your LLC will conduct. Specific Provisions? Specific provisions you want to add to the Operating Agreement? Excise Taxes? If your LLC plans to engage in any of the following, your LLC will be required to file IRS Form 720 to report federal excise taxes. Please check any and all that apply. [ ] Air Transportation [ ] Ship Transportation [ ] Tractors [ ] Fuel, gasoline, diesel, etc. [ ] Fishing Equipment [ ] Bows, Quivers, Arrows [ ] Natural Gas [ ] Coal [ ] Vaccines ATF? Does your business make or sell alcohol, tobacco or firearms? Page 4 of 9 CALIFORNIA SMALL BUSINESS LAW LLC FORMATION QUESTIONNAIRE File No.

5 Additional Business? Please check all that describes the additional business activities: [ ] Retail [ ] Real Estate [ ] Construction [ ] Finance [ ] Insurance [ ] Renting and Leasing [ ] Accounting [ ] Advertising [ ] Marketing [ ] Agriculture [ ] Architect [ ] Attorney [ ] Automotive [ ] Clothing / Apparel [ ] Construction / Contracting [ ] Education [ ] Entertainment [ ] Engineering [ ] Food and Beverage [ ] Graphic Design [ ] Hair and Beauty [ ] Manufacturing [ ] Health Care [ ] Social Assistance [ ] Music [ ] Publishing [ ] Real Estate [ ] Rental [ ] Sales [ ] Business Services [ ] Financial Services [ ] Home Services [ ] Legal Services [ ] Office Services [ ] Personal Services [ ] Security Services [ ] Other Services [ ] Social Services [ ] Special Events [ ] Internet Technology [ ] Software Technology [ ] Hardware Technology [ ] Other Technology [ ] Travel [ ] Wholesale Agent/Broker [ ] Accommodations [ ] Food Service [ ] Wholesale / Other [ ] Transportation [ ] Warehousing [ ] Other Identify LLC Members. Briefly identify the member(s) of the LLC, capital contribution, and ownership percentage. Capital contributions include cash, property, services, or other tangible benefits brought to the LLC. The ownership percentage attributed to the member does not have to match or necessarily correspond to the capital contribution by the member. Member No. 1 Full of the member. Number of the member. Cash contribution, valued service contribution, valued property contribution. Please indicate if cash, service or property in $$$ dollar amounts dollar amounts. percentage or units attributed to member. Page 5 of 9 CALIFORNIA SMALL BUSINESS LAW LLC FORMATION QUESTIONNAIRE File No.

6 Member No. 2 Full of the member. Number of the member. Cash contribution, valued service contribution, valued property contribution. Please indicate if cash, service or property in $$$ dollar amounts dollar amounts. percentage or units attributed to member. Member No. 3 Full of the member. Number of the member. percentage or units attributed to member. *use the additional members addendum for additional members IRS Contact? Briefly identify the tax matters partner. This person will be authorized by all members to represent the LLC and be the point of contact when any taxation issues arise. Full Number Fax Fax Number Tax- Exempt Status? Do you plan to seek tax exempt status for state and federal purposes? [ ] Yes. [ ] I do not know. [ ] No. End of Fiscal Year? Please state the end of your fiscal year (usually December 31). The fiscal year of your LLC is any 12-month accounting period. Date of Fiscal Year End. Page 6 of 9 CALIFORNIA SMALL BUSINESS LAW LLC FORMATION QUESTIONNAIRE File No.

7 Vehicle? Does your LLC own a vehicle with a taxable gross weight of 55,000 pounds or more? Only include vehicles that were designed to carry loads on the highway. Taxation Preference? How would you prefer your LLC be taxed? Pass-through is normal. [ ] Pass through entity (same as sole proprietorship or partnership). Members report business expenses on personal tax returns. [ ] As a corporation (double taxation). Please consult CPA or attorney if you are not sure. Choose if most profits stay in LLC. CA has an annual $800 tax. Subchapter S election? If you prefer your LLC be taxed as a corporation (above) then you will automatically be treated as a C-Corporation for tax purposes unless you make a 2553 Subchapter S election. We will provide the paperwork to accomplish Subchapter S treatment if you choose yes. [ ] Yes. [ ] No thanks. Federal Tax Identification Number? Would you like us to obtain your tax identification number. This is also called the Employment Identification Number (EIN). This is not required in a single member LLC with zero employees. If the LLC has multiple members, or employees, your company will need an EIN. It is also required to open bank accounts for your LLC. [ ] Yes, please obtain EIN. [ ] No thanks. Seller s Permit? Would you like us to obtain a Seller s Permit for your LLC? If your company will sell or lease items that are subject to sales tax, your LLC is required to apply for a Seller s Permit. With a Seller s Permit, your LLC will be able to purchase merchandise from wholesalers without paying sales tax. Where new parts are part of a service, the servicing company must have a permit. [ ] Yes, obtain a seller s permit. [ ] No thanks. Statement of Information? Would you like us to file your statement of information? California requires that LLCs file a Statement of Information within 90 days of organization and every two years thereafter. Also, any time your LLC changes its registered agent, a Statement of Information must be filed. It must be filled out in its entirety and placed in the mail with applicable fees. [ ] Yes, please file the SI. [ ] No thanks. Thank you. Thank you for taking the time to fill out this LLC questionnaire. Please return this document to: Christopher Canton, Esq., 444 West C Street, Suite 410, San Diego, CA If you have any questions, feel free to call: (619) Page 7 of 9 CALIFORNIA SMALL BUSINESS LAW LLC FORMATION QUESTIONNAIRE File No.

8 Member No. 4 Full of the member. Number of the member. percentage or units attributed to member. Member No. 5 Full of the member. Number of the member. percentage or units attributed to member. Member No. 6 Full of the member. Number of the member. percentage or units attributed to member. Page 8 of 9 CALIFORNIA SMALL BUSINESS LAW LLC FORMATION QUESTIONNAIRE File No.

9 Member No. 7 Full of the member. Number of the member. percentage or units attributed to member. Member No. 8 Full of the member. Number of the member. percentage or units attributed to member. Member No. 9 Full of the member. Number of the member. percentage or units attributed to member. Page 9 of 9 CALIFORNIA SMALL BUSINESS LAW LLC FORMATION QUESTIONNAIRE File No.