Fill and Sign the Chapter 2c Revised Uniform Limited Liability Company Act

LIMITED LIABILITY COMPANY NEW JERSEYElectronic Version STATUTORY REFERENCE New Jersey Statutes Annotated, Title 42:2C-1 through 42:2C-94. You are advised to read and understand these and other business-related New Jersey statutes, which can be viewed at t his link: http://www.njleg.state.nj.us/ (open page and select “Statutes” in the left-hand column). INTRODUCTION & INSTRUCTIONS Contents of this document: I. Viewing the Package II. LLC Creation Overview III. Choose the LLC’s Name IV. Finalize Operating Agreement for the LLC V. Complete and File Required Forms from the NJBRFI Document VI. Obtain Appropriate Licenses/Permits (Sample) Ownership Ledger USLF Accessories Link (Optional) Membership Certificate I. Viewing the Package This LLC creation package is comprised of the Introduction & Instructions (“I&I”) document you are presently reading, and the New Jersey Business Registration Forms and Information (“NJBRFI”) document. Download the NJBRFI package (use the link provided, the form number is NJ-00LLCT). If you have received this package from us by mail or fax, you will have received paper copies of both documents. The I&I document is in Microsoft Word format, viewable using most word-processing programs. The NJBRFI document is in “.pdf” format, which you must view using the Adobe Acrobat Reader. If you do not have the Adobe Acrobat Reader installed on your computer, you can download it free of charge from the Adobe corporation at this web site: http://www.adobe.com/products/acrobat/readstep2.html . Just click on this link, or copy the link into your internet browser’s address window. Then follow the brief directions to download the free Reader. II. LLC Creation Overview The following is an outline of the steps you will follow to create and register the LLC:- Choose the LLC’s Name - Finalize Operating Agreement for the LLC - Complete and File Required Forms from the NJBRFI Document - Obtain Appropriate Licenses/Permits These steps are explained in detail in the sections below. III. Choose the LLC’s Name Rules for choosing an LLC name are covered in the right-hand column on page 21 of the NJBRFI document, under the heading, “Item 1 Business Name.” Follow the instructions to check/reserve/pre-register an LLC name. Once you have determined that the name you ha ve chosen is satisfactory, reserve or pre-register it, and move to IV., below. IV. Finalize Operating Agreement for the LLC Download the sample LLC Operating Agreement for an LLC, either the single-member or m ulti- member agreement, depending on your circumstances. The Operating Agreement should be modified by you (and your business partners, if any) to meet the LLC’s needs. The Agreement provides for the LLC to be operated by one or more managers OR by the member(s). You (and your business partners, if any) will have to decide how you want your LLC to operate. Read t he Agreement carefully, discuss, and make appropriate changes to suit your needs and purposes. In order to protect the interest of each individual who intends to sign the Agreement, he or she should have a local attorney review and comment on the final draft of the Agreement prior to signing. For a single member operating arrangement, use NJ-00LLC-2 For a multi-member operating agreement, use NJ-00LLC-1. V. Complete and File Required Forms from the NJBRFI Document Once the Operating Agreement is signed, one or more individuals must be assigned responsibility to complete and file the required forms from the NJBRFI document. The required forms include: 1. NJ-REG: This form is comprised of pages 17-19 of the NJBRFI document. Instructions for completing NJ-REG begin on page 6 of the NJBRFI document and continue through page 16 (there are no “supplied envelopes” mentioned on page 8). Follow these instructions to complete and file this form. The form is ‘fillable’ so you can complete it on your computer screen, and print. 2. Public Records Filing For New Business Entity: This form is comprised of pages 23- 24 of the NJBRFI document. Instructions for completing this form begin on page 20 of the NJBRFI document and continue through page 22. Follow these instructions to complete and file this form. The form is ‘fillable’ so you can complete it on your computer screen, and print. A. Please note the Signature instructions on page 22. Any authorized representative of the LLC may sign the form. This signature would presumably be placed on in one of the two bottom-most signature blanks on page 23. The help line for this form is separate from the NJ-REG form. The help number is: (609) 292-9292. 3. New Hire Reporting Form: This form is comprised of page 29-30 of the NJBRFI document. You may make additional copies of these pages as needed in order to report all hires. The NJBRFI document states (page 1) that if you are registering for the first time, you are required to complete this form. Instructions for the New Hire Reporting Form are on page 27-28. If you have questions concerning this form, call the help line at 1-877-NJ-HIRES. 4. Application for Federal Employer Identification Number: All businesses with employees must have a FEIN. This form is not included in the NJBRFI document. Download, complete and file your application. 5. Other included forms: These forms are not required. They are included for your convenience in case you need them, or for other business types altogether. Instructions for each form are included. VI. Obtain Appropriate Licenses/Permits Your best resource for navigating the license/permit labyrinth may be your statewide professional or business association. They are sure to have info on what licenses/permits are typically required for your type of business, and information on how to get them. Some agencies and numbers that deal with licenses/permits in New Jersey include: - Commerce & Econ. Growth Comm., License and Certif. Hotline: (609) 777-2642 - Department of Environmental Protection: (609) 777-3373 - Department of Community Affairs: (609) 292-6420 You should contact the Clerks for both the County and municipality in which your business will be based, to determine if there are any local regulations with which you must conform. Again, a good resource to consult for this type of information is your local (or statewide) professional or business association, or members thereof, who will be able to give you the benefit of their experience on these issues. Ownership Ledger Name and Residence Address of LLC Member Date of Transfer % Ownership Amount Paid Subsequent Transfer Show on separate line THE CERTIFICATE BELOW IS OPTIONAL Membership Certificate No. ____ LIMITED LIABILITY COMPANY- STATE OF NEW JERSEY Percentage: ___ This Certificate certifies that __________________________, is a true and lawful owner of ___ percent of __________________________, a New Jersey Limited Liability Company. Such ownership interest is only transferable in accordance with the Operating Agreement between the Members. This certificate is issued by the Limited Liability Company by its duly authorized officers on this the ____ day of _________, 20___. __________________ ___________________