LLC Formation Application

LLC Formation Application

This LLC Formation Application (the "Application") is submitted by Applicant Name: whose principal address is , and by Organizer Name: whose address is .

RECITALS

WHEREAS, the Applicant desires to form a limited liability company under the laws governing limited liability companies and to obtain issuance of a certificate of organization upon filing of this Application; and

WHEREAS, the Organizer has prepared and will cause to be filed all necessary formation documents and accepts responsibility for the accuracy of the statements contained herein; and

WHEREAS, Applicant and Organizer desire to set forth in this Application the information required for formation and the initial governance matters of the limited liability company.

NOW, THEREFORE

NOW THEREFORE, in consideration of the mutual covenants and representations herein, the Applicant and Organizer agree that the limited liability company shall be formed and governed in accordance with the provisions set forth below.

1. NAME

2. PRINCIPAL OFFICE

3. REGISTERED AGENT

4. BUSINESS PURPOSE

5. DURATION

The duration of the limited liability company shall be perpetual. If not perpetual, the terminating date is

6. MANAGEMENT

The limited liability company shall be: Member-managed Manager-managed

7. INITIAL MEMBERS AND CAPITAL CONTRIBUTIONS

8. LIMITATION OF LIABILITY; INDEMNIFICATION

To the fullest extent permitted by law, no member or manager of the limited liability company shall be personally liable for the debts, obligations or liabilities of the company. The company shall indemnify and hold harmless any person who was, is or is threatened to be made a party to any proceeding by reason of the fact that the person is or was a member, manager, officer or agent of the company, to the extent provided in the operating agreement and applicable law.

9. ORGANIZER'S CERTIFICATION AND AUTHORITY

The Organizer certifies under penalty of perjury that the facts stated in this Application are true and correct to the best of the Organizer's knowledge and belief, and that the Organizer is authorized to execute and file this Application on behalf of the Applicant for the purpose of forming the limited liability company.

10. NOTICES

All notices to the company or to any member required or permitted by this Application shall be in writing and shall be deemed delivered when delivered personally, when sent by certified mail, return receipt requested, or when delivered by nationally recognized overnight courier service to the address set forth above or such other address as may be designated by the company in writing.

11. AMENDMENTS; WAIVER

This Application may be amended only by a written instrument executed by the parties whose signatures appear below or as otherwise provided by the governing operating agreement of the company. No waiver of any provision of this Application shall be effective unless in writing and signed by the party against whom enforcement of the waiver is sought.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Application shall be governed by and construed in accordance with the laws applicable to the formation of limited liability companies in the jurisdiction in which the company is formed. This Application, together with any subsequently executed operating agreement, constitutes the entire agreement between the parties with respect to the matters contained herein. If any provision of this Application is held invalid or unenforceable, such determination shall not affect any other provision, and the remaining provisions shall be enforced to the fullest extent permitted by law.

EXECUTION

The Applicant and the Organizer hereby execute this Application to effect the formation of the limited liability company and authorize filing of the necessary formation documents.

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