The Gurvey Law Group, PC
 1934 N. Druid Hills Road, Suite B
Brookhaven, GA 30319
404-997-8569
closings@gurveylaw.com
LIMITED LIABILITY COMPANY (LLC) QUESTIONNAIRE
***PLEASE FILL IN THIS INFORMATION AND RETURN IT AS SOON AS POSSIBLE***
CLIENT INFORMATION … 

Client Name: ____________________________________________________________________
 
Contact Info:	Phone: ____________________________________________________________

 	Email: 	____________________________________________________________

Name of Limited Liability Company (must end with Limited Liability Company or L.L.C. or Limited Company or L.C.):  

Purpose:  

__purposes include management of real estate
__"any lawful purpose" is to be recited in Articles of Organization

Principal place of business:

Name and Address of Registered Agent:  

Name of Tax Matters Partner (if any):  

In 1997 the IRS adopted "check the box" regulations which indicate that a LLC will be taxed as a partnership (i.e., flow-through tax treatment) for federal income tax purposes, unless the LLC expressly elects to be taxed as a corporation.  The IRS abandoned its original position that a LLC would be taxed as a partnership only if it had not more than two corporate characteristics.  
Taxation as a partnership for federal income tax purposes, however, does not necessarily mean that a LLC will be taxed as a partnership under the laws of the states in which it does business.  In Pennsylvania and Texas LLC's presently are taxed as corporations irrespective of federal classification as a partnership.  
If you intend to create a single member LLC, you may want to "bifurcate" the interest of the owner into Manager and non-Manager interests.  The non-Manager interest later could be sold or given to family members.  
If the Limited Liability Company has one or more Managers, the Members who are not Managers may avoid self-employment taxes under I.R.C. Sec. 1402(a)(13).  

Is the Limited Liability Company to have one or more Managers authorized to make business decisions for the Limited Liability Company?  __Y  __N   If so, must the Managers also be Members of the Limited Liability Company?  [usually no] __Y  __N 

Are Managers to be elected?  [usually no] __Y  __N    If so, Managers are to be elected by what vote:  __majority __2/3rds __75% __unanimous __other:  

If the Limited Liability Company is to have one or more Managers, identify them:

Name of Manager #1:  
__male  __female  __corporation  __partnership  __LLC
Street Address:  
City, State ZIP:  
Tele. No.:  
Capital contribution (if any):  $
Interest in Limited Liability Company (if any):       %

Name of Manager #2:  
__male  __female  __corporation  __partnership  __LLC
Street Address:  
City, State ZIP:  
Tele. No.:  
Capital contribution (if any):  $
Interest in Limited Liability Company (if any):       %

Name of Manager #3:  
__male  __female  __corporation  __partnership  __LLC
Street Address:  
City, State ZIP:  
Tele. No.:  
Capital contribution (if any):  $
Interest in Limited Liability Company (if any):       %

Name of Manager #4:  
__male  __female  __corporation  __partnership  __LLC
Street Address:  
City, State ZIP:  
Tele. No.:  
Capital contribution (if any):  $
Interest in Limited Liability Company (if any):       %

Name of Manager #5:  
__male  __female  __corporation  __partnership  __LLC
Street Address:  
City, State ZIP:  
Tele. No.:  
Capital contribution (if any):  $
Interest in Limited Liability Company (if any):       %

[identify any other Managers on a separate sheet]

Are the Managers to be formally designated as the "Board of Managers"?  __Y  __N 

Identify the Member or Members (other than the Managers):

Name of Member #1:  
__male  __female  __corporation  __partnership  __LLC
Street Address:  
City, State ZIP:  
Capital contribution:  $
Interest in Limited Liability Company:       %

Name of Member #2:  
__male  __female  __corporation  __partnership  __LLC
Street Address:  
City, State ZIP:  
Capital contribution:  $
Interest in Limited Liability Company:       %

Name of Member #3:  
__male  __female  __corporation  __partnership  __LLC
Street Address:  
City, State ZIP:  
Capital contribution:  $
Interest in Limited Liability Company:       %

Name of Member #4:  
__male  __female  __corporation  __partnership  __LLC
Street Address:  
City, State ZIP:  
Capital contribution:  $
Interest in Limited Liability Company:       %

Name of Member #5:  
__male  __female  __corporation  __partnership  __LLC
Street Address:  
City, State ZIP:  
Capital contribution:  $
Interest in Limited Liability Company:       %

Name of Member #6:  
__male  __female  __corporation  __partnership  __LLC
Street Address:  
City, State ZIP:  
Capital contribution:  $
Interest in Limited Liability Company:       %

Name of Member #7:  
__male  __female  __corporation  __partnership  __LLC
Street Address:  
City, State ZIP:  
Capital contribution:  $
Interest in Limited Liability Company:       %

Name of Member #8:  
__male  __female  __corporation  __partnership  __LLC
Street Address:  
City, State ZIP:  
Capital contribution:  $
Interest in Limited Liability Company:       %

Name of Member #9:  
__male  __female  __corporation  __partnership  __LLC
Street Address:  
City, State ZIP:  
Capital contribution:  $
Interest in Limited Liability Company:       %

[identify any other Members on a separate sheet.  If there are more than 9 Members, the program won't ask questions letting you identify them, so you'll have to use your word processing software to add the names, interests, signature lines and acknowledgments after the OUTPUT FILE has been composed.]

WARNING:  LLC statutes are new and subject to construction and amendment; and you will want to make your own determination as to whether the current Georgia statute permits having just the Managers consent to admission of new Members.

May a new Member be admitted to the Limited Liability Company with just the consent of the Managers?  __Y  __N 

May a new Member be admitted to the Limited Liability Company with LESS THAN the unanimous consent?  __Y  __N   If yes, what consent:  __75% in interest __2/3rds in interest __majority in interest __other:   

If a Member desires to voluntarily withdraw, must the Member first get the consent of some or all of the other Members?  __Y  __N   If yes, what consent:  __unanimous consent __75% in interest __2/3rds in interest __majority in interest  __other:   

Is the Articles of Organization to be execute by one Organizer rather than all of the Members?  __Y  __N   If yes, name and address of Organizer:  

Are the membership interests to be evidence by Certificates of Membership?  [usually no] __Y  __N 

Are the names and addresses of all of the Members to be recited in the Articles of Organization as Organizers of the Limited Liability Company?  __Y  __N 

Is the total capital contribution of the Members to be recited in the Articles of Organization as Organizers of the Limited Liability Company?  __Y  __N   If yes, amount:  $

In general, decisions reserved to the Members are to be made by what vote:  __majority __2/3rds __75% __unanimous __other:  

If the Limited Liability Company is not to be managed by Managers who are Members, is the Operating Agreement to provide for annual meetings of the Members?  __Y  __N 

In addition to generally authorizing the Managers to handle the day-to-day operations of the Limited Liability Company, is the Operating Agreement to expressly give the Managers broad and detailed powers?  __Y  __N 

It is possible to provide for assignment of allocations and distributions (i.e., just financial interests in the Limited Liability Company), without including voting rights and other rights of a Member.  Is the Operating Agreement to provide for assignment of allocations and distributions to: 
__relatives of a Member without consent;  
__another Member without consent;  
__to any person with the following consent:  
__no consent required
__unanimous (all Members) __75% __2/3rds __majority __other:  

If this is a family LLC, are gifts of Member's interests to be rendered gifts of present interests by:
__giving all Members rights to sell subject to a right of first refusal
__owners of new interests may redeem such interests
__giving donees rights to sell-back their interests to the Limited Liability Company

Do you wish to provide for different "classes" of Members  __Y  __N   If so, an Article in the Operating Agreement will be produced, but you will have to manually insert the desired provisions with your word processing software.  

Amendments of the Operating Agreement which directly change the financial share of each Member will require unanimous consent.  Do you wish to provide for other types of amendments with less than unanimous consent?  __Y  __N   If so, what consent:  __75% __2/3rds __other:  

A decision to dissolve the Limited Liability Company is to be made the following vote:  __unanimous __75% __2/3rds __majority __other:  

With regard to whether a Member may engage in competing business activities:  __the Operating Agreement is to be silent on the subject; __Members are expressly to have the right to engage in competing businesses; __each Member is to covenant not to compete while a Member and for period after membership in the Limited Liability Company ceases - enter period and area:  

__Members Interests are to be syndicated  
__prepare Offering Memorandum
Total amount of Interests to be syndicated:  $
Total percentage Interests to be syndicated:     %
Total number of "units":  
Percentage Interest of one "unit":     %
Price for one "unit":  $
Price of smallest PORTION of a "unit" which may be purchased:  $
Minimum amount of Interests that must be sold if offering is to be effective:  $
Date by which minimum must be sold:  
__General Members may extend date - how many months:
Approx. net worth of General Members:  $            as of 
Minimum net worth of an investor:  $
__provide opinion of counsel re status of Limited Liability Company

__Operating Agreement to recite TOTAL of all capital contributions:  $

__Members may pay portion of capital contribution on future dates
__pursuant to note
__down payment:  $
__schedule of payments:  

__obligation to be secured by:
__the Interests
__letters of credit - bank:  
__both

Date of Limited Liability Company Operating Agreement:                                 __"as of"

The term of Limited Liability Company to expire on:  __perpetual duration / __other:  

Is Operating Agreement to be a short form, rather than a long form?  [usually no] __Y  __N 

Are the Managers to be paid:
__management fee - $        per annum
__marketing supervision fee - $        per annum
__LLC formation fee:  $
__no compensation

__annual report to be audited by certified public accountant.  The Managers also are to provide:  __monthly reports __quarterly reports __both

__Limited Liability Company is to own realty
Identify Real Estate:  
Street Address:  
City, State ZIP:  
Common name:  
Type/use:
Real Estate is:  
__owned by Members and to be contributed as a capital contribution - value:  $
__to be acquired under existing contract
Date of contract:  
Seller:  
Purchaser:  
__to be acquired, but no contract has been executed
__other:  
Limited Liability Company is to:
__merely operate existing structures
__construct low income housing 
__rehabilitate (under Tax Reform Act of 1986)
__construct other type of building

__if cost of __acquiring Real Estate or __constructing improvements exceeds $        Members are to contribute      % of excess, up to $
__mortgages, etc. must be nonrecourse

__consent of Members is to be required for major acts -- vote required:  
__sale of all assets
__sale of Real Estate 
__mortgaging of Real Estate
__borrowing of money - in excess of:  $
__settlement of claims - in excess of:  $
__establishment of reserves - in excess of:  $
__merger or consolidation

__Members are to have a right of first refusal for the sale of just the allocations and distributions in the Limited Liability Company (not membership rights)  [Note that for family LLC's the right of first refusal is automatically included, so that gifts of membership interests will be a present interest which qualifies for the annual gift tax exclusion.  See Technical Advisory Memorandum 9751003.]

Are the other Members to agree, in advance, to buyout (or have an option to buyout) the interest of a Member who dies or becomes totally disabled?  [usually no] __Y  __N   If yes, answer the following:
__buyout on death
__option to buyout on death	
__buyout on disability
__option to buyout on disability
__buyout on retirement (__option if terminated for cause)
__option to buyout on retirement
__insurance (for death or disability is to be maintained by the Members to pay the purchase price)
__may pay in installments evidenced by a Note (rather than all cash)
How many monthly installments:
Any minimum amount for each installment:  $
Rate of interest:     %
Percent of price as cash down payment:     %
The purchase price is to be based on:  __book value __fair value based on the assets and liabilities of the Limited Liability Company, to be stipulated annually or determined by appraisal  [__good will is to be taken into account, whether or not carried on the books]
__stipulate present value of 1% Interest:  $
__stipulate minimum future value of 1% Interest:  $

Is the Operating Agreement to give the Manager a power of attorney to execute amendments to the Articles of Organization and other certificates?  __Y  __N 

Are disputes to be resolved by arbitration?  __Y  __N