CLIENT QUESTIONNAIRE FOR FORMING A CALIFORNIA LIMITED LIABILITY COMPANY

Transcription

1 CLIENT QUESTIONNAIRE FOR FORMING A CALIFORNIA LIMITED LIABILITY COMPANY Using this questionnaire will assist us in determining 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. Please complete this form and return to the address listed above. If you are not certain about an answer, leave the space blank. For optimum accuracy, please type or print clearly. Client : Prepared by: Part 1: Formation Basic LLC? Briefly state what you would like to be the name of your LLC. Preferred Alternate 1 Alternate 2 First Alternate Second Alternate What? Please indicate the location of your principal place of business. Street Street Mailing? Please indicate the mailing address of business, if different from the address above. Street Street Professional LLC? Are you an architect, doctor, dentist, general contractor, lawyer, or broker? [ ] Yes. [ ] No. 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. 1 out of 6

2 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. 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 [ ] All Members. (a usual choice) choice) [ ] Single Manager Managed. [ ] I would like more than one manager to manage Part 2: Membership 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. where the member may be contacted. Number of the member. Cash contribution, valued service contribution, valued property contribution. Please indicate if cash, service or prop erty in $$$ dollar amounts dollar amounts. 2 out of 6

3 Member No. 2 Member No. 3 Full of the member. where the member may be contacted. Number of the member. Cash contribution, valued service contribution, valued property contribution. Please indicate if cash, service or property in $$$ dollar amounts dollar amounts. Full of the member. where the member may be contacted. Number of the member. Cash contribution, valued service contribution, valued property contribution. Please ind icate if cash, service or property in $$$ dollar amounts. Member No. 4 Full of the member. where the member may be contacted. Number of the member. Cash contribution, valued service contribution, valued property contribution. Please ind icate if cash, service or property in $$$ dollar amounts. *Use the additional members addendum for additional members Additional Capital? Would you like members to be required to make additional capital contributions? [ ] Yes (default) [ ] No. If no, might please discuss with me about your options regarding enforcement and penalty. 3 out of 6

4 Part 3: Operation 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: Allocation Classes? Would you like to create different classes for allocations of profit s or/and loss? 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, according to percentage interest. If yes, please explain how many allocation classes you would like to create, or leave this section blank and ask attorney for guidance. Manager Removal? Please indicate voting requirement for manager removal. New Manager Appointment? Please indicate voting requirement for a new manager appointment. 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). New Member Admission? The default rule requires the consent of all other members before a transferee is admitted as member. Would you like a different rule? [ ] Admission upon Transfer. 4 out of 6

5 Amendment of Article of Organization? The default rule requires the consent of all other members. Would you like a different rule? Amendment of Operating Agreement? The default rule requires the consent of all other members. Would you like a different rule? Dissociation by Member? Would you like member to be allowed to dissociate by written notice or by written consent of all remaining members. [ ] By written notice [ ] By written consent of all other members 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. the event or date. For example, disposition of all or substantially all of LLC s assets, This is not necessary. 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, same voting class If yes, please explain how many voting classes you would like to create, or leave this section blank and ask attorney for gui dance. 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. Treasurer? Please name a treasurer for this LLC: not required. 5 out of 6

6 Secretary? Please name a secretary for this LLC: not required. Other types of officers? Please name other officers for this LLC: not required. 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. END OF DOCUMENT. THANK YOU. 6 out of 6