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This LLC Formation To-Do and Information Checklist includes information that the founder of a new LLC will likely need to know regarding the next steps in starting the business. This document is intended to assist a party seeking to establish a new LLC, helping ensure that the founder does not overlook common business steps, such as the availability of the company name, filing the articles of incorporation, hiring independent contractors, and obtaining necessary permits and licenses. This form should be used by businesses or individuals seeking to form a new LLC.
This LLC Formation To-Do and Information Checklist includes information that the founder of a new LLC will likely need to know regarding the next steps in starting the business. This document is intended to assist a party seeking to establish a new LLC, helping ensure that the founder does not overlook common business steps, such as the availability of the company name, filing the articles of incorporation, hiring independent contractors, and obtaining necessary permits and licenses. This form should be used by businesses or individuals seeking to form a new LLC. LLC FORMATION TO-DO AND INFORMATION CHECK LIST ? Name Availability. Choose the Name of your LLC and make sure it is available with your Secretary of State (“SOS”). Name availability search can often be done on your state’s SOS’s website. Additionally, if you want to do business under your LLC’s name, also check to make sure the trademark and/or service mark is available with the United States Patent and Trademark Office (“USPTO”). A basic Trademark search can be done on the USPTO’s website; however this search is fairly complicated and might not be conclusive. You might consider talking to an attorney about performing this search for you. State trademark and/or service mark searches should also be considered. You will also want to consider checking to see if the domain name associated with your chosen business name is available, as well as performing a search of local phone books and directories to see if any local businesses are currently operating with the same or a similar name that did not appear in your other search results. o Why? If the LLC name is not available with your SOS, your LLC’s paperwork will be denied and you will have wasted your time with the paperwork and filing fee. If the trademark is not available, if and when you eventually apply for trademark, your application will be rejected and you will have wasted your time with the paperwork and the filing fee (which exceeds $300). The same is true of your business’ potential domain name – you do not want to invest in forming an LLC and registering a trademark only to find that the valuable online domain name presence your business needs is unavailable. A local search of business names will help to assure that you are aware of any businesses operating with the same or a similar name that have not taken the additional steps and filed the name with the Secretary of State or registered its trademark. Just because another business has not registered its trademark does not mean that it does not have legal rights to that name. Questions as to the legal rights to a business name should be addressed to a legal professional. o One-time or repetitive? These availability searches are a one-time task for each potential name. o Due Date? You should do this before you attempt to form your LLC. o State Specific? The procedures for searching the state SOS database and the state trademark/service mark database may differ from state to state. o What Triggers? You have decided you would like to form a LLC. ? Articles of Organization. Prepare your LLC’s Articles of Organization (“Articles”), have the Articles signed by the incorporator and file the Articles with the Secretary of State’s Office, paying the filing fee and requesting an extra certified copy. Template Articles are available on your Secretary of State’s website. o Why? Articles are your LLC’s formation document, and are required to be filed with the Secretary of State. You must pay the filing fee for your State to process the paperwork. The reason you request an extra certified copy is so you will have an original copy for your files. o One-time or repetitive? Preparing and filing the Articles is a one-time task. o Due Date? You must prepare the Articles before you will have a valid recognized LLC. o State Specific? Each state has its own rules and regulations regarding what must be included on the Articles, some states don’t even call them articles. If you would like a detailed and attorney reviewed sample Articles, a sample specific to your state can be purchased on docstoc.com, otherwise forms can often be found on the website of the Secretary of State of your state (for example, in California: http://www.sos.ca.gov/business/llc/forms/llc-1.pdf can be used). The filing costs and other fees are also state specific. o What Triggers? You have decided you would like to form a LLC. ? Operating Agreement. Prepare and have the members execute an LLC Operating Agreement. If you would like a detailed and attorney reviewed sample Operating Agreement, a sample specific to your state can be purchased on docstoc.com. You can also use Docstoc’s Document Completion tool to customize your LLC Operating Agreement to fit your needs and then instantly download or print it. o Why? The Operating Agreement is the most important document for an LLC, it sets forth whether the LLC is member-managed or manager-managed; the number of members; the rights and duties of the members; how new members are admitted; how profits and losses are split; dissolution rights; termination issues; and many other issues. In addition, in many states (including California) an Operating Agreement is required by law. In states like California, which have community property laws, spousal consents should be included. o One-time or repetitive? The Operating Agreement is drafted once, but can be amended over time if issues arise. New members will need to sign the Operating Agreement as well. o Due Date? The Operating Agreement should be drafted and executed immediately following the SOS’s approval of the Articles. o State Specific? While an Operating Agreement is necessary for all LLCs to dictate rights and responsibilities, states may have their own requirements as to what must be included in the Operating Agreement. o What Triggers? Approval of the Articles by the SOS. ? Organizational Minutes. Draft and execute LLC Organizational Minutes. If you would like a detailed and attorney reviewed sample Organizational Minutes, a sample specific to your state can be purchased on docstoc.com. o Why? Organizational Minutes, while not required of LLCs are very important. These minutes allow the LLC to formalize its appointment of managers, officers and other important resolutions such as the decision to obtain a Federal Identification number, open a bank, choosing of a tax status and many of the other tasks described herein. o One-time or repetitive? Organizational minutes are a one-time task that is specific to the organization of the LLC. Thereafter, the LLC can have formal meeting minutes if the members so desire, but the LLC corporate structure is not formal and does not require it. o Due Date? The Organizational minutes should be drafted and executed immediately following the execution of the Operating Agreement. o State Specific? Generally, Organizational Minutes are not state specific. o What Triggers? Approval of the Articles by the SOS. ? Issue Membership Interests. Draft Membership Interest Certificates and Membership Interest Ledger. If you would like a detailed and attorney reviewed sample Membership Interest Certificates and/or a sample Membership Interest Ledger, samples specific to your state can be purchased on docstoc.com. o Why? Membership Interest in an LLC is like stock in a corporation. It is important to keep track of how much Membership Interest has been issued, how much is outstanding and how much each LLC member has. o One-time or repetitive? For the initial membership interests, this is a one-time task, however if a new member is admitted, or an existing member obtains additional interest, new Membership Interest Certificates will need to be issued and the Membership Interest Ledger will need to be updated. o Due Date? Membership Interest Certificates should be issued when members contribute capital or other consideration to the LLC. The Membership Interest Ledger should keep track of all Membership Interests that are issued. o State Specific? Particular states may hav
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