GARY C. DAHLE
Attorney at Law
2704 County Road 10
Mounds View, MN 55112

Phone 763-780-8390
Fax    763-780-1735

MINNESOTA
LIMITED LIABILITY COMPANY QUESTIONNAIRE



Your Name: __________________________ Telephone No. ___________________

Address: __________________________________________________________________
 

When you have completed this questionnaire, please return it to Gary C. Dahle - Attorney at Law, at the above address, together with:

ESSENTIAL INFORMATION

  1. Proposed name of the new LLC: ____________________________

    Alternate LLC name if your first choice is not available:

    __________________________________________________________

    Doing business as: _____________________________________

    If the business operates under any name other than its complete LLC name, a certificate of assumed name must be filed and published. A $25 filing fee will be payable to the Minnesota Secretary of State, and publication costs will be extra.

  2.  

  3. Would you like the name the business is being operated under to be registered with:

    1. The State of Minnesota?     _____ yes      _____ no
                                ($50 filing fee to be paid to the Secretary of State).

    2.             
    3. The U.S. Office of Patents and Trademarks? _____ yes      _____ no
                                ($245 filing fee to be paid to the U.S. Patent Office.
                                        Additional name search fees may also be necessary.)

    Creating an LLC does not by itself guarantee that the company will have the exclusive right to use the selected name. Various levels of protection are available by registration of the business name as a trademark or service mark with the State of Minnesota, the U.S. Office of Patents and Trademarks, or both.

  4. Address of the registered office of the Company, and the name of its registered agent, (if any), at that address.

    Address: ________________________________________________________

    The registered office of the Company is required information (cannot be a P.O. Box).

    Agent:    ________________________________________________________

    The name of any registered agent is not required information.

  5.  

  6. The consideration to be given in exchange for the membership interests, in money, property, or future services to be rendered to the company, and by whom.

    ________________________________________________________

    ________________________________________________________

    Note: The initial capitalization of the company, or the amount initially paid to the company in exchange for membership interests, could be important in the event that an injured person is damaged by an act of the company and seeks to recover from the company.
     

  7. Name and address of each organizer (only one organizer is required).

    _______________________________________________________

    _______________________________________________________

    The organizer is the person who signs the Articles of Organization, and whose name will appear in the public records in association with this company.
    If you want Gary C. Dahle - Attorney at Law, to be the organizer, write in his name above.

  8.  

  9. Person(s) to serve as the first Board of Governors (one or more).

    _______________________________________________________

    _______________________________________________________

    _______________________________________________________

    The business and affairs of an LLC are generally managed by or under the direction of a Board of Governors.

  10.  

  11. Person(s) to serve as the first managers (one or more).

    Chief Manager (required): __________________________

    Treasurer (required):  ______________________________

    The Managers execute and implement the decisions made by the Board of Governors.

    Please note that in the event that an LLC fails to pay certain "trust" type taxes, such as withholding and sales taxes, individual governors or managerswho have had the responsibility of filing tax returns and paying taxes on behalf of the company can be held personally liable for such unpaid taxes.
    Corporate managers may also be held personally liable for unpaid state and federal unemployment taxes under similar circumstances.
     

    INFORMATION WHICH MAY BE PROVIDED AT A LATER TIME

  12. Social Security Number(s)of the Members:

    _______________________________________________________

    _______________________________________________________

    _______________________________________________________

  13.  

  14. Will the members be entering into a Buy and Sell Agreement?

    _____ yes      _____ no

    A Buy and Sell Agreement both restricts the persons to whom a member may sell his or her membership interests, and creates a market for the membership interests should the member desire to sell his or her membership interests. If a Buy and Sell Agreement is desired, an additional questionnaire will be provided to you.

  15.  

  16. Banking institution where funds will be deposited?

    ______________________________________________________

    _______________________________________________________

  17.  

  18. Name, address, and phone number of the company’s accountant:

    ________________________________________________________________

  19. Whom would you like to request the company’s federal tax identification number from the I.R.S.?

    The company’s accountant ______  Attorney Gary Dahle ________

    Highest number of employees expected in the next 12 months? ___________

    Estimated first date that wages will be paid? __________________________

    Note: No federal tax identification number is required for single member LLCs.

                This MINNESOTA LLC QUESTIONNAIRE is copyrighted by Gary C. Dahle, 2002. All Rights Reserved.