You are hiring us to do the following for $467: (1) give the contact person unlimited telephone calls with Arizona LLC attorney Richard Keyt to answer questions about terminating the Company, (2) prepare an Action by Unanimous Consent for all the members to sign to approve the termination, (3) prepare an Assignment of Personal Property to transfer the LLC’s personal property to one or more members, (4) prepare Articles of Termination, (5) file the Articles of Termination with the Arizona Corporation Commission (“ACC”) on an expedited basis (we pay the $70 expedited filing fee), (6) prepare the ACC cover sheet to be filed with the Articles of Termination, (7) give you the Articles of Termination with the ACC’s “received” stamp on it, (8) give you the ACC’s letter approving the filed Articles of Termination, and (9) give you the filed Articles of Termination stamped with the ACC’s “approved” stamp.
Name of our contact person. This is the person we will contact if we have questions or need information. We will send the termination documents to the contact person.
List the legal name of all current members (aka owners)? If a member is married and owns his or her interest in the LLC as community property list both spouses.
Who will sign the documents on behalf of the LLC?
Will the LLC assign or transfer any specific property to any particular member or members? If so, we need to state in the Assignment of Property document that we prepare who gets what.
Describe property to be transferred from the LLC to the member(s) and name the member(s) who will receive the property. For example: all property equally to all members or all property to Homer Simpson.
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.
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