[NOTE: The following sample questionnaire is used with the New York Limited Liability Companies Library. If you ordered the library for some other jurisdiction, some of the questions and terms would be different.]

LIMITED LIABILITY COMPANIES QUESTIONNAIRE

Name of Limited Liability Company (must end with Limited Liability Company or L.L.C. or LLC):


Purpose:






__purposes include management of real estate
__"any lawful purpose" is to be recited in Articles of Organization
[Note: The program, currently, is not specifically designed for "professional" LLC's.]
Principal place of business:


Name and Address of Registered Agent (if any, in addition to Sec. of State):



Name of Tax Matters Partner (if any):


In Effective 1997 the IRS adopted "check the box" regulations which indicate that a LLC will be taxed as a partnership (i.e., flow-through tax treatment) for Federal income tax purposes, unless the LLC expressly elects to be taxed as a corporation. The IRS abandoned its original position that a LLC would be taxed as a partnership only if it had not more than two corporate characteristics.
Taxation as a partnership for Federal income tax purposes, however, does not necessarily mean that a LLC will be taxed as a partnership under the laws of the States in which it does business. In Pennsylvania and Texas LLC's presently are taxed as corporations irrespective of Federal classification as a partnership.
If you intend to create a single member LLC, you may wish to "bifurcate" the single member's interest into Manager and non-Manager interests. The non-Manager interest later could be sold or given to family members.
If the Limited Liability Company has one or more Managers, the Members who are not Managers may avoid self-employment taxes under I.R.C. Sec. 1402(a)(13).

Is the Limited Liability Company to have one or more Managers authorized to make business decisions for the Limited Liability Company? __Y __N If so, must the Managers also be Members of the Limited Liability Company? [usually no] __Y __N

Are Managers to be elected? [usually no] __Y __N If so, Managers are to be elected by what vote: __majority __2/3rds __75% __unanimous __other:


If the Limited Liability Company is to have centralized management, identify the Manager(s):
Name of Manager #1:
__male __female __corporation __partnership __LLC
Street Address:
City, State ZIP:
Tele. No.:
Capital contribution: $
Interest in Limited Liability Company: ___%

Name of Manager #2:
__male __female __corporation __partnership __LLC
Street Address:
City, State ZIP:
Tele. No.:
Capital contribution: $
Interest in Limited Liability Company: ___%

Name of Manager #3:
__male __female __corporation __partnership __LLC
Street Address:
City, State ZIP:
Tele. No.:
Capital contribution: $
Interest in Limited Liability Company: ___%

Name of Manager #4:
__male __female __corporation __partnership __LLC
Street Address:
City, State ZIP:
Tele. No.:
Capital contribution: $
Interest in Limited Liability Company: ___%

Name of Manager #5:
__male __female __corporation __partnership __LLC
Street Address:
City, State ZIP:
Tele. No.:
Capital contribution: $
Interest in Limited Liability Company: ___%

[identify any other Managers on a separate sheet]

Are the Managers to be formally designated as the "Board of Managers"? __Y __N
Identify the (other) Member(s)
Name of Member #1:
__male __female __corporation __partnership __LLC
Street Address:
City, State ZIP:
Capital contribution: $
Interest in Limited Liability Company: ___%

Name of Member #2:
__male __female __corporation __partnership __LLC
Street Address:
City, State ZIP:
Capital contribution: $
Interest in Limited Liability Company: ___%

Name of Member #3:
__male __female __corporation __partnership __LLC
Street Address:
City, State ZIP:
Capital contribution: $
Interest in Limited Liability Company: ___%

Name of Member #4:
__male __female __corporation __partnership __LLC
Street Address:
City, State ZIP:
Capital contribution: $
Interest in Limited Liability Company: ___%

Name of Member #5:
__male __female __corporation __partnership __LLC
Street Address:
City, State ZIP:
Capital contribution: $
Interest in Limited Liability Company: ___%

Name of Member #6:
__male __female __corporation __partnership __LLC
Street Address:
City, State ZIP:
Capital contribution: $
Interest in Limited Liability Company: ___%

Name of Member #7:
__male __female __corporation __partnership __LLC
Street Address:
City, State ZIP:
Capital contribution: $
Interest in Limited Liability Company: ___%

Name of Member #8:
__male __female __corporation __partnership __LLC
Street Address:
City, State ZIP:
Capital contribution: $
Interest in Limited Liability Company: ___%

Name of Member #9:
__male __female __corporation __partnership __LLC
Street Address:
City, State ZIP:
Capital contribution: $
Interest in Limited Liability Company: ___%

[identify any other Members on a separate sheet.]
May a new Member be admitted to the Limited Liability Company with just the consent of the Managers? __Y __N

May a new Member be admitted to the Limited Liability Company with LESS THAN the unanimous consent? __Y __N If yes, what consent: __75% in interest __2/3rds in interest __majority in interest __other:

If a Member desires to voluntarily withdraw, must the Member first get the consent of some or all of the other Members? __Y __N If yes, what consent: __unanimous consent __75% in interest __2/3rds in interest __majority in interest __other:

Is the Articles of Organization to be execute by one Organizer rather than all of the Members? __Y __N If yes, name and address of Organizer:


Are the membership interests to be evidence by Certificates of Membership? [usually no] __Y __N

Are the names and addresses of all of the Members to be recited in the Articles of Organization as Organizers of the Limited Liability Company? __Y __N

Is the total capital contribution of the Members to be recited in the Articles of Organization as Organizers of the Limited Liability Company? __Y __N If yes, amount: $

In general, decisions reserved to the Members are to be made by what vote: __majority __2/3rds __75% __unanimous __other:

If the Limited Liability Company is not to be managed by Managers who are Members, is the Operating Agreement to provide for annual meetings of the Members? __Y __N

In addition to generally authorizing the Managers to handle the day-to-day operations of the Limited Liability Company, is the Operating Agreement to expressly give the Managers broad and detailed powers? __Y __N

It is possible to provide for assignment of allocations and distributions (i.e., just financial interests in the Limited Liability Company), without including voting rights and other rights of a Member. Is the Operating Agreement to provide for assignment of allocations and distributions to:
__relatives of a Member without consent;
__another Member without consent;
__to any person with the following consent:
__no consent required
__unanimous (all Members) __75% __2/3rds __majority
__other:
If this is a family LLC, are gifts of Member's interests to be rendered gifts of present interests by:
__giving all Members rights to sell subject to a right of first refusal
__giving only donees of gifts rights to sell subject to a right of first refusal
__giving donees rights to sell-back their interests to the Limited Liability Company
__giving donees rights to sell to anyone for 30 days

Do you wish to provide for different "classes" of Members __Y __N If so, an Article in the Operating Agreement will be produced, but you will have to manually insert the desired provisions with your word processing software.

Amendments of the Operating Agreement which directly change the financial share of each Member will require unanimous consent. Do you wish to provide for other types of amendments with less than unanimous consent? __Y __N If so, what consent: __75% __2/3rds __other:

A decision to dissolve the Limited Liability Company is to be made the following vote: __unanimous __75% __2/3rds __majority __other:

With regard to whether a Member may engage in competing business activities: __the Operating Agreement is to be silent on the subject; __Members are expressly to have the right to engage in competing businesses; __each Member is to covenant not to compete while a Member and for period after membership in the Limited Liability Company ceases - enter period and area:


Date of Limited Liability Company Operating Agreement:

The term of Limited Liability Company to expire on: __perpetual duration / __other:

Is Operating Agreement to be a short form, rather than a long form? [usually no] __Y __N

Are the Managers to be paid:
__management fee - $________ per annum
__marketing supervision fee - $________ per annum
__LLC formation fee: $________
__no compensation
__annual report to be audited by certified public accountant. The Managers also are to provide: __monthly reports __quarterly reports __both

__Limited Liability Company is to own realty
Identify Real Estate:
Street Address:
City, State ZIP:
Common name:
Type/use:
Real Estate is:
__owned by Members and to be contributed as a capital contribution - value: $
__to be acquired under existing contract
Date of contract:
Seller:
Purchaser:
__to be acquired, but no contract has been executed
__other:
Limited Liability Company is to:
__merely operate existing structures
__construct low income housing
__rehabilitate (under Tax Reform Act of 1986)
__construct other type of building:
__if cost of __acquiring Real Estate or __constructing improvements exceeds $________ Members are to contribute ___% of excess, up to $
__mortgages, etc. must be nonrecourse
__consent of Members is to be required for major acts - vote required:
__sale of all assets
__sale of Real Estate
__mortgaging of Real Estate
__borrowing of money - in excess of: $
__settlement of claims - in excess of: $
__establishment of reserves - in excess of: $
__merger or consolidation
__Members are to have a right of first refusal for the sale of just the allocations and distributions in the Limited Liability Company (not membership rights)

Are the other Members to agree, in advance, to buyout the interest of a Member who dies or becomes totally disabled (or retires)? [usually no] __Y __N If yes, answer the following:
__buyout on death
__buyout on disability
__buyout on retirement
__insurance (for death or disability is to be maintained by the Members to pay the purchase price)
__may pay in installments evidenced by a Note (rather than all cash)
How many monthly installments:
Any minimum amount for each installment: $
Rate of interest: ___%
Percent of price as cash down payment: ___%
The purchase price is to be based on: __book value __fair value based on the assets and liabilities of the Limited Liability Company, to be stipulated annually or determined by appraisal [__good will is to be taken into account, whether or not carried on the books]
__stipulate present value of 1% Interest: $
__stipulate minimum future value of 1% Interest: $
Is the Operating Agreement to give the Manager a power of attorney to execute amendments to the Articles of Organization and other certificates? __Y __N

Are disputes to be resolved by arbitration? __Y __N