LLC Termination Questionnaire

We are not acting as your attorney or the LLC's attorney in advising you or it with respect to this Agreement because we would have a conflict of interest in doing so. We will represent only the LLC rather than the interests of any member even if we are paid by a party other than the LLC. 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.

You are hiring the Firm to terminate an Arizona LLC, not to advise the LLC or its members or managers with respect to federal or state income tax issues. The members and managers, if any, of the LLC must consult with an experienced federal and state income tax advisor before entering into this Agreement to advise the members on the federal and state income tax consequences of the transfer of assets to the members and the termination of the LLC. The transfer of assets to members and termination of the LLC could have adverse income tax consequences on the members of the LLC.

We recommend that all of the members of the LLC approve the termination of the LLC and the distribution of any assets to members. One of the documents we will prepare is an Action by Unanimous Consent of the members. We recommend that all members sign this document before the filing of the Articles of Termination. It is not our responsibility to arrange for a duly called and noticed meeting of the members at which the members approve a plan of termination. That is the responsibility of the LLC and its managers, if any, or members if it is a member managed LLC.

The LLC must also use its assets to pay all of its known creditors before it terminates. If the LLC transfers assets to one or more members and any creditor of the LLC is not paid, the members who received LLC assets may be liable to the creditor to the extent of the value of the assets received plus attorneys fees and costs. By entering into this Agreement the LLC and the signer of this Agreement represent to the Firm that all known creditors of the LLC will be paid in full before the formal termination of the LLC.

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.