Forming a Limited Liability Company

Forming a Limited Liability Company

Please provide the following:

  1. What is the name of the business?

  3. Address for the business

  5. Addresses for all members

  7. Social security number for the person in charge of day to day operations of the business

  9. What will be the ownership percentages?

  11. Who will make the day to day decisions?  What dollar amount thresholds are in place? (for instance, manager (“Manager”) can make all decisions under $1,000.  Anything above that amount requires unanimous vote).  Any notice provisions (for instance, Manager must notify all owners if he/she chooses to spend over $5,000 – but the owners don’t have to approve it)

  13. Who are the officers (President, Vice President, Secretary, Treasurer, Other)?  Who has signing authority for what?

  15. Buy/Sell Agreements – Should there be any buy-sell provisions?  These can be good to have in case owners cannot agree on a key part of the business.  

  17. Who is contributing what to the business (money, time, etc.)?  For those contributing non-monetary consideration, be very clear about their contributions. 

  19. Who determines when and if an owner/employee is terminated by the company?  Will their ownership interest be purchased by the company?  At what price / discount?

  21. What happens in the event that the company runs out of money?  Can members be forced to put money into the company or face losing a percentage of their ownership?  Are certain members permitted to automatically make loans to the company without the others’ consent?

  23. Who determines what to distribute from the company to its owners?  Is there an annual automatic distribution for taxes? 

  25.  Are there any loans to the company?  If so, would you like those documented in the form of a promissory note (this is a good idea)?  Do these debts have to be paid off before any distributions? 

  27. What happens in the event of a death / disability of an owner?  Does the business have to buy back the ownership interest?  How should this work?

  29. Who must approve of sales of ownership interest from a current owner to a new owner?

  31. What is the division of work between each?
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