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Prepared by U.S. Legal Forms, Inc. Copyright - U.S. Legal Forms, Inc. LIMITED LIABILITY COMPANYFORMATION PACKAGE STATE OF MINNESOTA Control Number: MN-00LLC The contents of this package are as follows: 1. Statutory Reference 2. Introduction 3. Forms List 4. Notes on Downloading the Forms 5. Notes on Completing the Forms 6. Instructions and Steps 7. Accessories 8. Sample Ledger and Certificate 9. Disclaimer LIMITED LIABILITY COMPANYFORMATION PACKAGE – MINNESOTA Electronic Version Statutory Reference MINNESOTA STATUTES, Chapter 322B (Minnesota Limited Liability Company Act) http://www.revisor.leg.state.mn.us/stats/322B/ Introduction Created by state statutes to encourage business activity, a limited liabil ity company (LLC) is a “hybrid” type of business organization, with characteristics of both a partnership and a corporation and many of the advantages of both. Like a corporation, the limited liabil ity company is a legal entity separate from its owners who are known as “members.” Barri ng some other arrangement, members normally vote on any proposed action for the LLC, with the numbe r of votes per member typically corresponding to his or her percentage of ownership interest in t he business. Some of the advantageous benefits of an LLC include flexible ownership and management, protection from liability for owners, and tax advantages. FLEXIBILITY A limited liability company generally has fewer legal formalities to observe than a corporation, and is simpler to create and maintain. The ownership and management of an LLC is more flexible than a corporation and very closely resembles that of a partnership. Keeping of corpora te minutes is not required. Management and control of an LLC is vested with its me mbers unless stated otherwise in the LLC’s Articles of Organization (called a Certificate of Formation in some states). The owners of an LLC are called “members” and differ from the shareholders of a corporation because members are allowed to participate in the management of a n LLC without being appointed to a managerial position such as a director or officer of a corporation. IRS rules now allow an LLC to choose between being taxed as a partnership or as a corporat ion (most choose partnership, but see below). If an LLC has more than one member, the relationshi p between those members is governed by a written operating agreement. Although an LLC used to be required to be comprised of at least two LLC members, today most states and t he IRS recognize the single-member LLC as a legitimate business structure. LIMITED LIABILITY In most cases, only the LLC is responsible for the company’s debts and the members are protected from being individually liable. As a result, the member’s assets are typically not at risk if the LLC is sued or cannot pay its debts. To maintain this limited liabi lity protection for the members the LLC must follow requirements such as holding member meetings and docume nting decisions through resolutions. However, there are some exceptions where individual members may be held liable if he or she: * Personally and directly injures someone * Personally guarantees a bank loan or a business debt on which the LLC defaults * Fails to deposit taxes withheld from employees’ wages * Intentionally does something fraudulent, illegal, or clearly wrong that causes harm to the company or to someone else, or * Treats the LLC as an extension of her personal affairs, rather than as a separate legal entity. TAXATION Many tax benefits are available to LLCs and members including “pass through” tax t reatment of profits and losses, easy allocation of profits and losses to different members, and elimi nation of payroll taxes for members’ cash withdrawals. The earnings of an LLC are not subject to corporate taxes; instead, the profits flow through to the owners in proportion to their ownership. However, LLC owners can instead elect to have their LLC taxed like a corporation. This may reduce taxes for LLC owners who will regularly need to retain a significant amount of profits in the company. DISADVANTAGES An LLC does not allow ownership to be transferred through sale of shares in the same way as corporate stock ownership allows. In most jurisdictions, ownership interest may only be transferred or created with the consent of a majority of the other members, unless the articles of organization provide for a greater or lesser level of consent. An LLC may abruptly cease to exist. Unless otherwise provided in the articles of organi zation or a written operating agreement (which may for example allow a majority of members to vote to continue the LLC), an LLC is dissolved at the death, withdrawal, resignation, expul sion, or bankruptcy of any member. The LLC operating agreement can prevent this kind of abrupt e nding to your business by including certain provisions setting up guidelines for what will happen when one member retires, dies, becomes disabled or leaves the LLC. FORMATION Not all businesses can operate as LLCs. Businesses in the banking, trust and insurance industry, for example, are typically prohibited from forming LLCs. In addition, some states prohibit professionals such as architects, accountants, doctors and other licensed healthcare workers from forming LLCs, requiring a Professional Limited Liability Company (PLLC) or other entity. State laws governing LLCs vary from state to state. However, if the LLC will have significant business or member contacts (a.k.a. "presence") within a state, it should be formed in that st ate. Otherwise, it may be subject to fees and/or taxes for doing business in an outside stat e. If an LLC is required to qualify to do business in an outside state, it may have to pay filing fees and franchise taxes as a foreign LLC to the outside state. ARTICLES OF ORGANIZATION The existence of an LLC begins when a document typically known as the “Article s of Organization” are filed with the Secretary of State’s Business/Corporate Division. The Art icles of Organization is the primary document constituting the legal identity of the LLC. If there are any conflicting provisions in other LLC forms or documents (the operating agreement, member agreements, or resolutions), the articles of organization override such provisions. Requirements vary by state, but most states require the following minimum information: * The name of the LLC. The name you select must not be the same as or decept ively similar to an existing business name in your state. Most states require that the limited lia bility company name be followed by the words “Limited Liability Company” or by the abbreviation “LLC.” * The mailing address of the proposed entity. * The name and address of a registered agent in the state of filing. * The name and address of the LLC’s organizer. * The LLC’s stated period of duration or date of termination (indefinite/perpetual durat ion is normally allowed. * Some states may require that your articles of organization list the name and addre ss of each LLC member. * The signature of the Organizer (person filing the Articles of Organization). * Whether the LLC will be managed by one manager, more than one manager, or the members. REGISTERED AGENT Most states require that an LLC have a Registered Agent at a Registered Offi ce within the state of formation. This Registered Office may be at an address that is different from the L LC’s business address, but may not normally be a post office box. The main purpose of the Registered Office/Agent requirement is to provide a public record of a person who will accept service of process on behalf of the LLC if claims are brought aga inst it. Because the Articles of Organization are a public record, potential claimants can usually contact the Secretary of State’s office to obtain LLC’s registered agent information in orde r to serve your LLC with a subpoena or summons. The agent may also be used to accept official doc uments, such as tax notices. OPERATING AGREEMENT LLC members should enter into an Operating Agreement of some type (a detailed sample is provided in this package). This Operating Agreement may be established either before or aft er the filing of the Articles of Organization and may be either oral or in writing i n many states. Regardless of state requirements, it is preferred practice to have a written Operati ng Agreement. If you don’t create a written Operating Agreement, the LLC laws of your state will govern your LLC. The Operating Agreement is kept by the members (each should have an updated copy), a nd is not filed with the government. The LLC operating agreement may vary in complexity, but normally contains the fol lowing information: * Company name and address information * Name and address information for each LLC member * LLC management structure and operation * Items/Funds contributed by each Member * Fair market value of each item contributed * Date/triggers of company dissolution, if any * Accounting methods * Tax treatment decisions for your LLC * Appointment of LLC officers, if any * Designation of a final capital pay-in date, if any OPEN A BANK ACCOUNT Most banks require only a copy of your Articles of Organization and your federal Employer ID Number to open a bank account. Some, however, may also require a resolution authorizing the opening of the account passed by the LLC’s members and a copy of the LLC Operating Agreement. Because bank requirements vary by bank, you should contact the branch manager and ask about their requirements for new LLC accounts. MEMBER MEETINGS Although a corporation’s owners’ failure to hold shareholder or director meetings may subject the owners to liability, this is not the case for LLCs in many states. If the L LC’s Articles of Organization or Operating Agreement do not expressly require such meetings, such liability wi ll normally not attach for failure to have member meetings. While many states do not require that your limited liability company hold meetings on a regularly scheduled basis, it is advisable to conduct member meetings to protect the integrity of the LLC’s operations and minimi ze disagreements. * * * Forms List The following forms are available for download with this package. MN-NAMERESV: Application for Reservation of Entity Name  MN-00LLCT: Articles of Organization  MN-LLC-TL: Sample Transmittal Letter  MN-00LLC-1: Sample Operating Agreement (Multi-Member LLC)  MN-00LLC-2: Sample Operating Arrangement (Single-Member LLC)  US-IRS-SS-4 : Application for Federal Tax Identification Number & Instructions  MN-2222LLC: Sample LLC Notices & Resolutions Instructions on using the forms are either included with the forms and/or found in the Steps to form LLC section, below. * * * Notes on Downloading the Forms In order that we can provide you with the most up to date forms at all times, all forms are located on our servers for you to down load, complete and print. Downloading instructions are provided and we will assist if you have any problems. From the the download page, the easiest procedure to download the forms is to right click on the form links and select “save target as” to save each form to your hard drive. You will have six days during which you can return to the forms download page to download the forms again if needed. You are advised to save the forms to your computer as soon as possible to avoid any problem with the six day limit. * * * Notes on Completing the Forms The forms in this package may be available in Adobe Acrobat (“.pdf”) and/or Microsoft Word (“.doc”) format. If available in .pdf format, the forms will contain “fillable” blanks which you can type directly into, and print. However, you can still print the form and fill in with a typewriter or by hand if you desire. If available in .doc format, the forms may contain “form fields” created using Microsoft Word. “Form fields” facilitate completion of the forms using your computer. They do not limit you ability to print the form “in blank” and complete with a typewriter or by hand. To c omplete the forms click on the gray shaded areas and type the information. For the separation agree ment complete the gray shaded areas and also make any other changes or additions to resolve all issues. If you do not see the gray shaded form fields, go the View menu, click on Toolbars, and then select Forms. This will open the forms toolbar. Look for the button on the forms toolbar that resembles a shaded letter “a”. Click in this button and the form fields, if present , will become visible. If there are no form fields, just type into the document, underlining if necessary, to complete the form. Some forms may be “locked” which means that the content of the forms cannot be cha nged unless the form is unlocked. You can only fill in the information in the fields. If you need to make any changes in the body of the form, it is necessary for you “unlock” or “unprotect” the form. IF YOU INTEND TO MAKE CHANGES TO THE CONTENT, DO SO BEFORE YOU BEGIN TO FILL IN THE FIELDS. IF YOU UNLOCK THE DOCUMENT AFTER YOU HAVE BEGUN TO COMPLETE THE FIELDS, WHEN YOU RELOCK, ALL INFORMATION YOU ENTERED WILL BE LOST. To unlock click on “Tools” in the Menu bar and then selecting “unprotect document”. You may then be prompted to enter a password. If so, the password is “uslf”. That is uslf in lower case letters without the quotation ma rks. After you make the changes relock the document before you begin to complete the fields. Afte r any required changes relock the form, then click on the first form field and enter the require d information. You will be able to navigate through the document from form field to form fiel d using your tab key. Tab to a form field and insert your data. If you experience problems, please let us know. * * * Steps to form LLC Step 1:See FORM: MN-NAMERESV APPLICATION FOR RESERVATION OF NAME It is recommended that you reserve a LLC name in order to assure that your Articles of Organization are not rejected because the name you have selected is not available. You may skip this step and go to Step 2, but if the name you have selected is not available, the Articles of Organization will be rejected and returned to you. This form should be typed or printed clearly and legibly in black ink. 1. Provide the LLC name you want to reserve. - A LLC name MUST be in the English language or in any other language expressed in English letters or characters. - A LLC name MUST contain the words "limited liability company," or must contain the abbreviation "LLC". - A LLC name MUST NOT contain the word corporation or incorporated and must not contain the abbreviation of either or both of these words. - A LLC name MUST NOT contain a word or phrase that indicates or implies that it is organized for a purpose other than a legal business purpose. - A LLC name MUST be distinguishable upon the records in the office of the secretary of state from the name of other companies.  2. Provide the Applicant's name and address.  Provide the Applicant's signature and position/title.  Provide a name and telephone number which the Secretary of State may use if there are questions about you filing.  File the original and one copy.  Include the filing fee.  You may make a preliminary inquiry as to the availability of the name you have selected by calling the Business Information Phone Lines at (651) 296- 2803 between 8 a.m. and 4:30 p.m. Telephone name searches are only preliminary and do not guarantee the availability of the name. Mail or hand-deliver your REQUEST FOR RESERVATION OF NAME along with the filing fee (make check payable to Secretary of State) , to Secretary of State Business Services Division Retirement Systems of Minnesota Building 60 Empire Drive, Suite 100 St. Paul, MN 55103 Step 2:See FORM: MN-00LLCT ARTICLES OF ORGANIZATION Once you have reserved the limited liability company name, or if you have chosen to proceed without reserving a name, you are ready to complete the Articles of Organization. This form should be typed or printed clearly and legibly in black ink. Download the form from the download link below, and follow the instructions on page 2 of the form. Step 3. Mail the original and one copy of the ARTICLES OF ORGANIZATION along with the filing fee (make check payable to Secretary of State) to: Secretary of State Business Services Division Retirement Systems of Minnesota Building 60 Empire Drive, Suite 100 St. Paul, MN 55103 A cover letter to send with the Articles of Organization is included in this packet. See FORM: MN-LLC-TL SAMPLE TRANSMITTAL LETTER Step 4: Complete an Operating Agreement. See FORM: MN-00LLC-1 SAMPLE OPERATING AGREEMENT (MULTI-MEMBER LLC) For a single-member LLC, See FORM: MN-00LLC-2 SAMPLE OPERATING ARRANGEMENT (SINGLE-MEMBER LLC) Step 5: Apply for a Federal Tax Identification Number. This is done with form US-IRS- SS-4. Mail to your regional IRS office. See Supplemental Form: US-IRS-SS-4 FEDERAL TAX ID APPLICATION AND INSTRUCIONS Step 6: Open a bank account and conduct business. Ongoing: Sample Notices and Resolutions are provided for your convenience.See FORM: MN-2222LLC Sample LLC Notices & Resolutions * * * Accessories U. S. Legal Forms, Inc. offers the following LLC accessories: LLC Seal: If you would like to order a LLC seal call U.S. Legal Forms, Inc. at (601) 825-0382. Engraved with your company name: $24.95 plus shipping, or see http://www.uslegalbookstore.com/officeproducts/ Imprinted (or blank) Lithographed LLC Membership Certificates: Preview Order for your state * * * SAMPLE OWNERSHIP LEDGERand SIMPLE MEMBERSHIP CERTIFICATE Ownership Ledger Name and Residence Address of LLC Member Date of Transfer % Ownership Amount Paid Subsequent Transfer Membership Certificate No. _____ LIMITED LIABILITY COMPANY- STATE OF MINNESOTA Percentage: ___ This Certificate certifies that ____________________________, is a true and lawful owner of ____ percent ownership of ______________________________, a Minnesota Limited Liability Company. Such ownership interest is onl y transferable in accordance with the Operating Agreement between the Members. This certificate is issued by the Company by its duly authorized officers on this the ____ day of _________, 20___. __________________ ___________________ Disclaimer THESE MATERIALS ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OF INTELLECTUAL PROPERTY, OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL U. S. LEGAL FORMS, INC. OR ITS AGENTS OR OFFICERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE MATERIALS, EVEN IF U.S. LEGAL FORMS, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. If you are not an attorney, you are advised to seek the advice of an attorney for all serious legal matters. 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