You are hiring LLC attorneys Richard Keyt and his son Richard C. Keyt to prepare a custom Operating Agreement for a California limited liability company.
An optional service Included in the fee you will pay for your Operating Agreement and Buy Sell Agreement (if you buy a BSA) is digital signatures of members on the agreement. If you want us to send an email to all members asking them to digitally sign your LLC's Operating Agreement and Buy Sell Agreement (if you buy a BSA) select the Yes option below.
Enter the LLC's exact name as it appears in its Articles of Organization filed with the California Secretary of State if the LLC has been formed or the desired name if the LLC has not been formed yet. If you are not sure of the name or do not know it, enter "Undecided" and continue filling out this questionnaire. Email the name to [email protected] when you know it.
Note: The name must include: LLC, L.L.C., Limited Liability Company, Limited Liability Co., Ltd. Liability Co. or Ltd. Liability Company; and may not include: bank, trust, trustee, incorporated, inc., corporation, or corp., insurer, or insurance company. To see if a name is available check the California Secretary of State's name database. There is no way to know for sure in advance of filing the Articles of Organization that your LLC will get a desired name.
Good News: If the LLC has not been formed the Operating Agreement can be signed by the members before it is formed and the signers will be legally bound to create the LLC and operate it as provided in the Operating Agreement.
What is the purpose of the LLC? This information is for our information only.
The LLC must have a principal executive office address in California that is not a Post Office box. This address is set forth in the LLC's Articles of Organization filed with the California Secretary of State. The principal executive office is where copies of the organizational documents, operating agreement financial and other business records must be kept. The principal executive office need not be the place of the LLC's activity in California. The principal executive office cannot be a U.S. post office box address.
Enter the LLC's initial designated office in California. The designated office is where copies of the organizational documents, operating agreement financial and other business records must be kept. The designated office need not be the place of the LLC's activity in California. The designated office cannot be a P.O. Box address.
Select the total number of members (owners) involved with the LLC.
A husband and wife that will own their interest in the company as community property or as joint tenants with right of survivorship are deemed to be one member, not two members.
If a husband and wife will each own an interest in the LLC as separate property they are two members.
If a married person will own his or her interest in the LLC as separate property and the other spouse will not have any ownership of the LLC the owner spouse is one member, not two.
Will any owner be required to pay money to the company? California LLC law provides that no member of a California LLC is obligated to pay money to the LLC unless the member signs a document that states the amount and due date of the payment. If you select Yes then this Questionnaire will ask how much money each member must contribute and when will the money be due. If multiple payments will be required, enter the additional payment information in the Additional Information field at the end of this Questionnaire.
What is the name of this member? If the member is a trust, the name must be the legal name of the trust. If the member is an entity, the name must be the legal name of the entity such as World Wide Widgets, LLC or Best Widgets, Inc.
Enter the percentage of the LLC owned by this member. The total percentage owned by all members must equal 100%.
If the spouses own as community property then if one spouse dies the other spouse automatically becomes the sole owner of the membership interest without the need for a probate and there may be an income tax advantage. Community property ownership means that if the spouses divorce each spouse is entitled to one half the value of their joint ownership interest in the LLC.
California law provides that if a spouse who is a California resident acquires property during marriage the property is automatically community property unless the property was acquired as a gift or from an inheritance unless the non-owner spouse signs a disclaimer. When a spouse owns the LLC as separate property and the spouse dies, the interest does not pass automatically to the deceased spouse's heirs and an expensive and time consuming probate will be necessary to transfer the interest to the heirs.
If this spouse is to own his/her interest as separate property we will prepare a Disclaimer that the owner spouse must get the non-owner spouse to sign.
This member must sign the Operating Agreement. Who will sign for the LLC and what is the signer's title? For example: Homer Simpson, Member (if the LLC is member managed) or Homer Simpson, Manager (if the LLC is manager managed).
This member must sign the Operating Agreement. Who will sign for the partnership and what is the signer's title? For example: Homer Simpson, General Partner, or Marge Simpson, Partner.
Is the address of this member the same as the LLC's business address in California entered at the beginning of this questionnaire?
California law does not require a member of an LLC to contribute money to the company. However, if you want a member to contribute money to the company the member must sign a document that creates the legal obligation to pay money to the LLC.
If you want to create a legal obligation for this member to pay money to the LLC select the Yes button and answer the contribution questions that follow. We will then include language in the Operating Agreement that requires this member to make the capital contribution(s).
Note: If this member is to be obligated to make more than one payment include the future payment amounts and due dates in the Additional Information field at the end of this Questionnaire.
How much money is this member required to pay to the LLC?
What is the deadline on or before this member must pay the contribution amount to the LLC?
This member must sign the Operating Agreement. Who will sign for the corporation and what is the signer's title? For example: Homer Simpson, President or Homer Simpson, Vice President.
Arizona law does not require a member of an LLC to contribute money to the company. However, if you want a member to contribute money to the company the member must sign a document that creates the legal obligation to pay money to the LLC.
Is the company manager managed or member managed? The type of management is stated in the company's Articles of Organization filed with the California Secretary of State.
Enter the name and address of every manager. The company must have at least one manager. A manager can be a member, but does not have to be a member.
If the manager is a company, also enter the state in which it was formed and the name and title of the person who will sign the Operating Agreement for the manager. For example, World Wide Widgets, LLC, an Arizona LLC by Homer Simpson, Manager.
If you need an additional manager line click on the + symbol at the right of the line.
The IRS default method of federal income tax for a multi-member LLC is the partnership method. If the members of a multi-member LLC do not want their LLC to be taxed as a partnership they can cause the LLC to file an IRS form 8832 to elect the C corporation tax method or IRS form 2553 to elect the S corporation tax method (if the LLC is eligible).
If any member (owner) of the LLC is an IRA, 401(k) or retirement plan select the Yes radio button and there will be an additional charge of $250 for the Operating Agreement.
In the field below type any additional information you want Richard C. Keyt to know about the members, managers or the LLC.
If the LLC will have more than four members enter the following information here for each member: name of member, percentage ownership, single or married person (spouse's name if married), entity type and state of formation and who signs for the entity and his or her title, address and phone number.
If any member(s) is/are required to make more than one payment of money to the LLC insert the name(s) of the member(s), amount(s) of the contribution(s) and due date(s) of each additional contribution.
Select the appropriate button to tell Richard Keyt who he represents as his client. Richard Keyt can only represent one party. Richard Keyt can only represent one party, i.e., the LLC or one member.
We will not prepare your Operating Agreement until we have your check payable to Keyt & Keyt, LLP, for the amount of your services. Mail the check to: Richard Keyt, 7373 E. Doubletree Ranch Road, Suite 165, Scottsdale, AZ 85258.
When you click on the Submit button below we will send an email of the questions and answers to this email address.
You are done. Click the Submit button below to send your Questionnaire to California LLC attorney Richard Keyt and a copy to the email address entered immediately above.