JUIST, FABIO & WARD, P.C.

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LIMITED LIABILITY COMPANY INFORMATION

Of the following information, those items marked with an asterisk (*) are required to be known before Articles of Organization can be filed.

The Texas Limited Liability Company ("LLC") is a much more flexible kind of business entity than a Texas business corporation, with regard to both financial matters and management. We often set up LLC's to have a "corporation-like" management structure. However, regarding financial matters, we often set up LLC's such that each member commits, in advance, to ultimately contribute resources of an agreed value to the LLC (a member's "commitment") and the benefits and detriments of LLC ownership are apportioned between the members in accordance with their commitments. It is important to note that the benefits and detriments of LLC ownership can also be apportioned between the members in any way other the members agree.

Ownership of an interest in an LLC can have substantially different tax consequences than ownership of an interest in an ordinary corporation. The choices you make regarding allocations of the benefits and detriments of LLC ownership will have tax consequences. Each member should consult a tax advisor regarding these regards.

*Name of the Company:

Must contain the words "Limited Liability Company" or "Limited Company" or the abbreviations "L.L.C.," "LLC," "LC," or "L.C.". The word "Limited" may be abbreviated as "Ltd." or "LTD" and the word "Company" may be abbreviated as "Co.". Your choice of a name is subject to the availability of the name as determined by the Texas Secretary of State. The issuance by the Texas Secretary of State of a Certificate of Organization (aka the Company Charter) does not authorize the use of a company name in violation of the rights of another under the Federal Trademark Act, the Texas trademark law, the Assumed Business or Professional Name Act, or the common law.

Assumed Names:

Additional, alternate names or informal names under which the LLC will conduct business (DBA's). If you intend to use an assumed name, it too should follow the rules set forth above for the name of the LLC. Assumed names are not subject to availability as determined by the Texas Secretary of State. The assumed name must be `filed' with the Texas Secretary of State and the county where the LLC will do business.

*Purpose of the Company:

A standard purpose is 'any and all purposes for which limited liability companies can be organized under the Texas Limited Liability Company Act.'

*Name of Registered Agent:

Essentially, the registered agent is a person who will be accept lawsuit papers on behalf of the LLC in the event of a law suit. This person does not have to be connected with the LLC, but should always be able to contact the LLC on short notice.

*Address of Registered Office:

The physical address of the Registered Agent. It can not be a post office box, but may be a home or business address. It is generally preferable if the address is one where some one will be during working hours.

*Cumulative Voting for Managers: (yes or no)

Cumulative voting relates to how members may cast their votes for a slate of mangers. If there are three manager spots open, cumulative voting would allow a person with one membership interest to cast three votes for one of the proposed managers. Cumulative voting is preferred by minority members. Cumulative voting is not specifically mentioned in the LLC statute, but out of prudence, should be addressed in the organization of the LLC. A typical choice is to deny cumulative voting for managers.

*Names and Addresses of Initial Managers (if the LLC is to be managed by managers):

The initial managers are the persons (or person) named as such in the Articles of Organization of an LLC which is to be managed by managers. Although they may be replaced immediately upon the issuance of the Certificate of Organization, many times the initial managers serve as the managers of the LLC until the first regular annual meeting of the members. The city and state of their respective residences or businesses is sufficient as an address.

*Name of Organizer:
Address of Organizer:

The organizer is the person who signs the articles of organization. The organizer need have no other responsibilities to or relationship with the LLC.

*Allow action by consent of less than all of the members?: (yes or no)

Texas law allows decisions to be made without a meeting by a written unanimous consent, however if the members wish to have the right to decide matters by the written consent of less than all members, it is prudent to make a provision in that regard in the Articles of Organization.

Address of Principal Office of the LLC:

In the event the LLC has not yet established a dedicated place of business, a good choice would be the address where the president can usually be found during working hours.

NAMES OF OFFICERS:

President: Vice President:

Secretary: Treasurer:

Other Officers:

We suggest that, at a minimum the offices of President and Secretary be filled, although they can be filled by the same person. Officers are usually elected by a vote of the Managers, rather than the Members.

Effective Date of Organizational Consent: (when known)

Once the Certificate of Organization has been issued, the LLC must adopt regulations, elect officers, and issue membership interest certificates. Although these matters could be accomplished by a meeting of the initial managers, it is usually much easier to accomplish these matters by a unanimous consent of the initial managers. The effective date of the Organizational Consent can be the day on which the Secretary of State issued the Certificate of Organization.

Members' Names, Addresses, Description and Value of Commitment:

Typically we determine the number of interest units and the sharing ratios of the members by reference to their relative commitments. For example, if you have commitment to contribute $500 to the LLC and the total of all other members' commitments, including your own, is $2,000, then your sharing ratio would be 25%. Ordinarily we would also issue 25% of the initially issued membership interests to you. Ordinarily, the LLC regulations would provide that 25% of all benefits and detriments of LLC ownership would be due to you, based on your sharing ratio. As mentioned above the members can agree on other ways of allocating any part of the benefits or the detriments or LLC ownership between them. A tax advisor should be consulted to determine the tax consequences of these choices.

We suggest that the LLC receive at least $1,000.00 in initial contributions in the form of cash, personal property, real property or services rendered before it begins business. It is good to keep in mind that the transactions must be documented and that a transfer of real property, for example, takes much more documentation than a transfer of cash.

Fiscal Year:

Consult your tax adviser. A frequent choice is the calendar year.

Depository Bank Name, City and State:

The LLC's bank is traditionally designated in the Organizational Consent. Banks have forms containing resolutions they require the LLC are often attached to the Organizational Consent and adopted by the initial managers or members.

Officers Authorized to Sign Checks and Required Number:

This is important to consider. It is an expected part of the resolutions required by any bank.

Date and Hour of Annual Meeting of Members:

Avoid choosing a holiday, such as January 1. It is often convenient to schedule the annual meeting of the managers (if the LLC is managed by managers) immediately following the meeting of the members so, it may be wise to choose a time in the morning or early afternoon, to allow time for both meetings. In Texas, it is generally accepted that an annual consent can be signed by all members in lieu of having an annual meeting of members or by all mangers in lieu of having an annual meeting of managers.

Comments / Special Instructions:

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