Read Microsoft Word - LLC Change Questionnaire 111203 master text version

ARIZONA LIMITED LIABILITY COMPANY TRANSFER OF LLC INTEREST DOCUMENT PREPARATION AGREEMENT 3,100+ ARIZONA LLCS FORMED

Complete, print, sign and mail this Agreement to hire Arizona limited liability company attorney Richard Keyt and KEYTLaw, L.L.C. (collectively the "Firm") to prepare the documents you select below to: (i) add or delete a member or manager to your Arizona limited liability company, (ii) change the ownership percentage of a member, or (iii) amend the company's Articles of Organization to reflect a change of members and/or managers. . Richard ("Rick") Keyt, a former partner in one of the largest law firms in Arizona, has practiced law and been forming entities in Arizona since 1980. After law school Rick obtained a masters degree (LL.M.) in federal income tax law from New York University School of Law. For information about the Firm, see www.keytlaw.com and Rick's biography. For in depth articles about Arizona LLCs, see the Arizona LLC Law. If you have questions about LLCs or this Agreement, call Rick at 602-906-4953, ext. 1 (no charge for questions about forming Arizona LLCs or transferring membership interests in an Arizona LLC). The exact costs of our document preparation services are set forth below and depend on the number and type of documents you order. We require payment in advance before we provide any services. Unless there are unforeseen costs (for example you want us to send documents to you via FedEx or UPS overnight) or developments or you hire us for additional services unrelated to the services agreed to in this Agreement, your advance payment should be the only amount you pay us for the services. We will send you itemized invoices. If an invoice shows a balance owed, you agree to pay it within ten days after we mail the invoice. If you do not pay an invoice within thirty days, we may charge interest on unpaid amounts at the rate of 1.5% per month, and we may terminate our services and/or withdraw from further representation of the Company. The entire amount you pay KEYTLaw, LLC, for fees and costs is nonrefundable, but you may nevertheless discharge KEYTLaw, LLC, and Richard Keyt at any time and in that event you may be entitled to a refund of all or part of the fee based upon the value of the representation. The person who pays our fees and costs by credit card confirms that the company that issued the credit card allows charges for future services, costs and expenses. We are not acting as your attorney in advising you with respect to this Agreement because we would have a conflict of interest in doing so. If you or any person or entity affiliated with the Company have questions about this Agreement, we recommend that each concerned person consult with other legal counsel. We are being hired only for the specific services selected in this Agreement. In preparing any documents concerning the Company, the Firm will represent only the Company rather than any of its members or managers. If we previously represented any members of the Company the Company and all the other parties to any agreements or documents we prepare consent to allow the Firm to represent only the Company with respect to the matters for which we are hired in this Agreement. We advise all parties to the documents we prepare (other than the Company) to obtain separate counsel to represent and advise them with respect to the legal consequences and advisability of all documents prepared by the Firm. Communications by members and managers of the Company to Richard Keyt and his staff may be conveyed to the decision-makers of the Company and are not confidential as to the Company and its other members and managers. You are hiring the Firm to document changes with respect to members or managers, not to advise the Company or its members or managers with respect to federal or state income tax issues or securities laws. We recommend that the Company, its members and managers consult with: (i) an experienced tax advisor for advice concerning all federal and state income tax issues related to the transactions contemplated in this Agreement, and (ii) a securities law lawyer for advice concerning all federal and state securities laws, including, but not limited to, compliance with such laws in connection with the offer and sale of membership interests in the Company if the Company will offer or sell securities to an investor. We will document the transfer of a membership interest as a transfer between the transferring member(s) and the recipient members(s). The Company and the parties involved should contact their tax advisors to determine if another method such as a transfer of the interest to or from the Company would be better from a federal income tax perspective. After three years, we may destroy all documents we collect during the time we provide services. The documents and prices listed on the next page are intended to be used only by one member (or a husband and wife who are members) transferring all or a portion of the member's interest for no consideration or for nominal consideration to: (i) other member(s), or (ii) the Company. If your transaction involves more than transferor or transferee, there is an additional charge of $100 for each Assignment of Membership Interest Agreement after the first one. If your transaction involves more than nominal consideration, the documents we prepare under this Agreement will only document the transfer of the membership interest and will not have provisions commonly found in purchase and sale agreements involving substantial purchase prices. In that case we recommend that one of the parties hire KEYTLaw to prepare the additional documents that would be appropriate for the transaction. If your transaction involves more than nominal consideration contact Richard Keyt at 602-906-4953, ext. 1 or [email protected] for the cost to prepare these additional documents.

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SELECT THE DOCUMENTS TO BE PREPARED BY KEYTLAW, LLC $255 Amendment to the Articles of Organization: The fee includes the $60 expedited filing fee paid to the Arizona Corporation Commission. Arizona law (ARS Section 29-633.B) requires that an Arizona LLC must amend its Articles of Organization if the Articles contain a false or erroneous statement or within thirty days after the occurrence of any of the following events: (A) For manager managed Companies: (i) a person who was not named in the Articles of Organization acquires 20% or more of the capital or profits, (ii) a person who was named in the Articles of Organization ceases to own 20% or more of the capital or profits, or (iii) the company adds or deletes a manager. (B) For member managed Companies: (i) a person who was not named in the Articles of Organization acquires an interest in the Company, or (ii) a person who was named in the Articles of Organization ceases to own an interest in the Company. $195 Assignment of Membership Interest Agreement: This is the primary document that proves that the owner of a membership interest in an LLC transferred all or a portion of the interest to a new member/owner. A buyer and seller (in a transaction that involves a purchase and sale) or an assignor and assignee (in a transaction that does not involve a sale) should prepare and sign an Assignment of Membership Interest Agreement that states the seller/assignor is assigning the interest to the buyer/assignee as of specified date. This document is equivalent to a Deed or a Bill of Sale. You would not buy a home without getting a Deed from the seller. You should not acquire or transfer an interest in an Arizona LLC without a document that evidences the transfer from the seller/assignor to the buyer/assignee.

0 $___ $100 for Each Additional Assignment of Membership Interest Agreement:

0 _____ How many additional Assignment of Membership Interest Agreements are needed?

$195 Amendment to the Operating Agreement: An Operating Agreement signed by all of the members of an LLC is the primary document that evidences who owns the LLC, the percentage of the LLC owned by each member and the rights and obligations of the members. Note: The Articles of Organization filed with the Arizona Corporation Commission DOES NOT STATE THE OWNERSHIP PERCENTAGES OF MEMBERS. All new members and all continuing members of an LLC should sign an Amendment to the Operating Agreement. If your LLC does not have an Operating Agreement, instead of preparing an amendment, we will prepare a new Operating Agreement for your company if you purchase the Amendment to the Operating Agreement. See Richard Keyt's article entitled "Why All Members of an Arizona LLC Should Sign an Operating Agreement." $100 Resolution of Members: This document is signed by all current members of the LLC to evidence their consent to admitting a new member. UNLESS THE ADDITION OF A NEW MEMBER IS PURSUANT TO PROVISIONS IN AN OPERATING AGREEMENT SIGNED BY ALL OF THE MEMBERS, A PERSON OR ENTITY CANNOT BECOME A NEW MEMBER OF THE LLC UNLESS ALL MEMBERS CONSENT. Arizona Revised Statutes Section 29-731.B provides that after an LLC's "initial articles of organization are filed, a person may be admitted as an additional member . . . If the person is an assignee of all or part of a member's interest in [an LLC], on the terms provided in an operating agreement or, if an operating agreement does not so provide, on the approval or consent of all members." $100 Membership Certificate: A Membership Certificate is the LLC equivalent of a corporate stock certificate. The certificate evidences the ownership of an interest in an Arizona limited liability company. $545 Five Document Bundle Price (Includes $60 ACC Filing Fee): Check this box to purchase all five of the above-referenced documents for $545, a savings of $300 off the $845 cost if purchased individually. $200 One Business Day Expedited Document Preparation Service: Check this box if you want your documents within one business day of receiving your signed Agreement and payment. Normal processing time is 7 ­ 10 days depending on how busy we are when we receive your order. $100 Three Business Day Expedited Document Preparation Service: Check this box if you want your documents within three business days of receiving your signed Agreement and payment. Normal processing time is 7 ­ 10 days depending on how busy we are when we receive your order.

0 $____ Total amount payable to KEYTLaw, LLC

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COMPANY INFORMATION & MEMBER LIST 1. 2. 3. Company Name: Type of LLC: Management Type: __________________________________________________________________________ nonprofessional (most LLCs) professional (certain professions only)

member managed or manager managed (type of management is stated in the Articles of Organization filed with the Arizona Corporation Commission) _________________________________________________________________________ This is the person to whom we will send documents & correspondence and who we will contact for information & instructions ______________________ Primary Voice Phone ________________________ Email Address

4.

Contact Person:

5.

Contact's Info:

6.

Contact's Address:

________________________________________________________________________ Street address City State Zip Code List All Members (new and old) _____________________________________________ _____________________________________________ _____________________________________________ _____________________________________________ _____________________________________________ _____________________________________________ _____________________________________________ _____________________________________________ _____________________________________________ Percentage Interest Before ________% ________% ________% ________% ________% ________% ________% ________% ________% Percentage Interest After ________% ________% ________% ________% ________% ________% ________% ________% ________%

7.

List ALL Members & Percentage of LLC Owned Before & After Transfer of a Membership Interest:

8.

If Manager Managed, List all Managers: Operating Agreement: Does the LLC have an Operating Agreement: Yes No

9.

If yes, send us a copy of the signed Operating Agreement. Write any information you want us to know in the text box below.

10. Other Info:

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TRANSFERRING MEMBER'S INFORMATION COMPLETE & PRINT THIS PAGE FOR EVERY MEMBER & SPOUSE TRANSFERRING AN INTEREST IN THE COMPANY

Member & Spouse Information:

Member is:

person

LLC

Trust

Corporation

Limited Partnership

__________________________________________________________________________ Member's full legal name __________________________________________________________________________ Street address City State Zip Code _____________________ Primary Voice Phone Is Member Married? Yes _______________________ Email Address No

_________________________________________________________________________ Spouse's full legal name If Member is an Entity: _______________________________________ Name of person who signs for entity State of Formation: _______________________ If Member is a Trust: How does the Member(s) hold Title to the Membership Interest being Transferred (select only one)? Percentage Owned Before Transfer: Percentage Owned After Transfer: Name of Person(s) / Entity to Whom Member(s) will Transfer an Interest: Date of the Transfer: Amount to be Paid: _______________________________________ Name(s) of trustee(s) Member is not married or is an entity or a trust Community property with right of survivorship (each spouse owns an undivided ½ interest in the spouses' total ownership interest in the company) Separate property (other spouse has no ownership interest) ________________________ Date of Trust Agreement ________________________ Signer's title

_____________ percent

_____________ percent

____________________________________________________________________________ Recipient Member(s) full legal name ________________________ $_______________________

Enter any additional information about the transfer that you want us to know in the text box below.

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RECIPIENT MEMBER'S INFORMATION COMPLETE & PRINT THIS PAGE FOR EVERY MEMBER & SPOUSE RECEIVING AN INTEREST IN THE COMPANY

Member & Spouse Information:

Member is:

person

LLC

Trust

Corporation

Limited Partnership

__________________________________________________________________________ Member's full legal name __________________________________________________________________________ Street address City State Zip Code _____________________ Primary Voice Phone Is Member Married? Yes _________________________ Email Address No

_________________________________________________________________________ Spouse's full legal name If Member is an Entity: _______________________________________ Name of person who signs for entity State of Formation: _______________________ _______________________________________ Name(s) of trustee(s) Member is not married or is an entity or a trust Community property with right of survivorship (each spouse owns an undivided ½ interest in the spouses' total ownership interest in the company ­ interest passes on death to the surviving spouse without a probate) Separate property (other spouse has no ownership interest ­ interest passes to beneficiary named in member's Will & may require a probate) _____________ percent ________________________ Date of Trust Agreement ________________________ Signer's title

If Member is a Trust: How will the Member(s) hold Title to the Membership Interest being Received (select only one)? Percentage Owned Before the Transfer: Percentage Owned After the Transfer: Name of Member(s) Transferring an Interest to this Recipient Member: Date of the Transfer: Amount to be Paid:

_____________ percent

____________________________________________________________________________ Transferring Member(s) full legal name ________________________ $_______________________

Enter any additional information about the transfer that you want us to know in the text box below.

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LLC DOCUMENTS YOU MUST SEND TO KEYTLAW If we did not form your LLC, you must send us complete copies of the Company's Articles of Organization (and all amendments) and the signed Operating Agreement (if one exists). You may fax the documents to Richard Keyt at 602-297-6890 or email them to him at [email protected]

ABOUT THE SIGNATURE LINE BELOW

Choose one of the following three signature options: 1. Digital Signature: You can digitally sign this agreement using Adobe's free secure digital signature feature. To sign it digitally, click on the line below that is just above the text that says: Signature of Member or Manager then follow the instructions. Once you have digitally signed this agreement, it cannot be altered without your key. 2. Old Fashioned Manual Signature: Click on the print button below to print this agreement. Sign the agreement and then deliver it to Richard Keyt using one of the methods described on the last page of this agreement. 3. No Signature: If you pay for your new LLC by credit card, you do not have to actually sign this agreement. By paying for the services you order in this agreement, you agree to the terms and conditions in this agreement. If you have any questions about this agreement or about transferring interests in an Arizona LLC, call Richard Keyt at 602-9064953, ext. 1 or KEYTLaw attorney Abby Neal at 602-906-4953, ext. 5. The undersigned signs this agreement on behalf of the undersigned and the LLC named above.

____________________________________________ Print Signer's Name ____________________________________________ Signature of Member or Manager

KEYTLaw, L.L.C., an Arizona limited liability company

By:___________________________________ Richard Keyt, Manager

HOW TO DELIVER THIS AGREEMENT TO KEYTLAW

1. Easy Email Method (only for Outlook & Outlook Express): Click on the Submit to KEYTLaw Via Email button found at the end of this agreement. Clicking on the submit button will open Outlook or Outlook Express with an email message pre-addressed to Richard Keyt. Click on the SEND icon IN YOUR EMAIL PROGRAM to send the email to Richard with this agreement attached as an Adobe pdf file. Use the Harder Email Method if you do not use Outlook or Outlook Express. 2. Harder Email Method: Save this agreement as a file on your computer then send the saved pdf file to [email protected] as an attachment to an email. You must have Adobe Acrobat or Reader version 8 or higher to save this form on your computer with the data in it. Go here to download the free Adobe Reader 8: http://get.adobe.com/reader/?promoid=BUIGO. 3. Fax: Fax this Agreement directly to Richard Keyt at 602-297-6890. You do not need a cover sheet.

4. Snail Mail: Mail or deliver the Agreement in a sealed envelope addressed as indicated to one of the following addresses:

Richard Keyt 3001 East Camelback Road, Suite 130 Phoenix, Arizona 85016

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CLICK BELOW TO EMAIL THIS AGREEMENT TO RICHARD KEYT

You are ready to send this agreement to Richard Keyt if you have answered all other questions and given all information requested on the prior pages. If you use Outlook or Outlook Express for your email, you can send this agreement to Richard Keyt by clicking on the button below that says Submit to KEYTLaw Via Email. Your email program will open with an email message pre-addressed to Richard Keyt and this agreement attached as an Adobe pdf file. When your email program opens, click on the send icon in your email program.

CAUTION: WHAT TO DO IF CLICKING ON THE SUBMIT VIA EMAIL BUTTON DOES NOT WORK

If clicking on the Submit to KEYTLaw Via Email button below does not cause your email program to open with this document attached as a file, you must deliver this completed agreement to Richard Keyt by the Harder Email Method (Number 2), or methods 3 or 4 described at the top of this page.

CONFIRMATION FROM KEYTLAW ON RECEIVING THIS AGREEMENT & YOUR PAYMENT

When we receive this agreement and your payment, we will send you an email message confirming receipt. If we do not get either your agreement or your payment, we will notify you of that fact by another email. We usually send the confirmation email within a few hours if we receive it on a business day between 8 and 5 pm. If we receive your agreement and payment on a nonbusiness day or after hours, we may not send a confirmation email until the next business day.

Click to Submit to KEYTLaw Via Email

Click to print this form

WARNING: EMAIL YOUR AGREEMENT TO KEYTLAW & SAVE THE FILE ON YOUR COMPUTER OR PRINT THE AGREEMENT BEFORE GOING TO THE STORE TO PAY BECAUSE YOUR BROWSER WINDOW WILL CHANGE AND YOU WILL NOT SEE THIS FORM UNLESS YOU GO BACK HOW TO PAY

1. Preferred Method: Click on this link to go to our secure online store and pay by Visa, MasterCard, American Express or Discover. 2. Mail or deliver your check payable to: KEYTLaw, LLC to the address at the top of this page. 3. Call 602-906-4953, ext. 7 and give your credit card information to Richard Keyt's LLC legal assistant Katie.

Page 7

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