Questionnaire for Limited Liability Company

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QUESTIONNAIRE FOR LIMITED LIABILITY COMPANY

Name and Address of Client: ______

______

Fee Quoted? If so, how much? ______

Name of LLC: ______

Check Name Availability with the State?

____ Yes

____ No

If yes, when checked? ______

Purpose: ______

______

Street address of registered office:

______

Mailing address if different from above:

______

Name of Resident Agent: ______

Will we complete IRS form SS-4 and obtain the federal employer identification number?

____ Yes

____ No

If we are obtaining the EIN, please complete the following:

(A) Name of Member to sign SS-4 ______

(B) Social Security Number of Member to sign SS-4 ______

(D) Highest No. of Employees expected in first 12 months ______

(E) Date first wages to be paid (if applicable) ______

(F) Principal activity of business ______

(G) Is the principal business manufacturing?

____ No

____ Yes. If Yes, what are the principal products and raw materials? ______

(G) Who will products or services be sold to?

____ Business (wholesale)

____ Public (retail)

____ Other (specify) ______

____ N/A

Member Information:

Member Class of

Name and Address Initial Capital % Interest Representative Member

of Member Contribution In the LLC (If Applic.) (If Applic.)

______

Names of Managers:

______

The Managers shall be elected by a:

____ majority vote of the Members

____ unanimous vote of the Members

The ordinary and usual decisions concerning the business and affairs of the Company shall be made by the Managers. For each of the following, indicate if by:

1 = a Manager

Maj. = a majority vote of the Managers

All = unanimous vote of the Managers

____ open one or more depository accounts and make deposits into and checks and withdrawals against such accounts

____ enter into and execute any and all agreements, contracts, documents and instruments made on behalf of the Company during the normal course of business

____ enter into and execute any and all agreements, contracts, documents and instruments made on behalf of the Company during the normal course of business involving goods or services less than $10,000 per year, including but not limited to the purchase, lease or acquisition of any real or personal property

____ enter into and execute any and all agreements, contracts, documents and instruments made on behalf of the Company during the normal course of business involving goods or services equal to or greater than $10,000 per year, including but not limited to the purchase, lease or acquisition of any real or personal property.

____ purchase, lease or acquisition of any real or personal property, which acquisitions would not be considered to be during the normal course of business.

____ sell, convey, mortgage, grant a security interest in, pledge, lease, exchange or otherwise dispose or encumber any real or personal property;

____ engage employees and agents, define their respective duties, and establish their compensation or remuneration

____ obtain insurance covering the business and affairs of the Company and its property and on the lives and well being of its Members, employees and agents

____ commence, prosecute or defend any proceeding in the Company's name

____ borrow money, incur liabilities, and other obligations;

____ establish pension plans, trusts, profit sharing plans and other benefit and incentive plans for Members, employees and agents of the Company; and

____ participate with others in partnerships, joint ventures or other associations and strategic alliances.

The tax matters partner is ______

Note: LLCs of more than 10 members, or LLCs which have a nonresident alien as a partner, or a partner other than a natural person (corporations) will generally be subject to the comprehensive unified audit proceedings. (See Code § 6231(A)) The tax matters partner is the general partner (Member) so designated, or the general partner (Member) with the largest profits interest if there is no designated general partner (Member).

Removal of a Manager shall be by:

____ majority vote of the Members

____ unanimous vote of the Members

If a Manager dies or resigns, there shall be no replacement of the Manager unless the Members:

____ unanimously agree to designate a new person as Manager

____ by a majority vote agree to designate a new person as Manager

Upon a Member's death, the buyout of the deceased Member shall be:

____ Mandatory by the Company

____ Optional buy-out by the Company, then optional buy-out by the Members, then forced dissolution if the total interest is not purchased.

Payment of purchase price shall include interest at the prime rate as reported in The Wall Street Journal on the withdrawal date. If The Wall Street Journal is no longer published or if The Wall Street Journal no longer publishes a prime rate on the date in question, then the prime rate established by ______Bank, of ______, STATE shall be used to determine the prime rate.

Will the LLC be using the cash method of accounting?

____ Yes

____ No

Note: Cash method is prohibited if a "C" corporation is a member of the LLC, or if the LLC is a tax shelter. The LLC will not be a tax shelter unless its membership interests have to be registered with a federal or state agency, or if it is a syndicate which means more than 35% of the losses of the entity during the tax year are allocable to limited partners or limited entrepreneurs. Limited entrepreneurs include any person who has an interest in an enterprise other than as a limited partner and does not actively participate in the management of the enterprise. Therefore, if the members actively participate in management, like most accounting firms and law firms, the LLC can use the cash method of accounting.

Does the LLC plan to have a qualified retirement plan?

____ Yes

____ No

If yes, are we to prepare the documentation?

____ No

____ Yes

Note: If yes, see Pension Department for appropriate questionnaire.

Have we warned the members that they may have to pay self employment tax on the net income received from the LLC under 1402(a)(13)?

____ Yes

____ No

Note: If a Member does not participate in the management of the LLC, the Member may be able to avoid paying self employment tax.

Have we discussed the intangible tax issue with the client?

____ Yes

____ No

Security Law Issues. Exemption from STATE blue sky laws under MCLA 451.802(d)(9)(D)(1) if the persons are actively engaged in management.