[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.] Name of Limited Liability Company (must end with Limited Liability Company or L.L.C. or LLC): Purpose: __purposes include management of real estatePrincipal 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:Identify the (other) Member(s) Name of Member #1: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;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__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:__consent of Members is to be required for major acts - vote required: __sale of all assets__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 deathIs 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 |