Where to File a Limited Liability Company

by Jeff Franco J.D./M.A./M.B.A.

Every state and the District of Columbia allow you to create a limited liability company within its jurisdiction. The jurisdiction you choose to create the LLC in need not be the same as your personal residence; however, once you choose the jurisdiction, its laws govern the business from formation to dissolution.

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Certificate of Organization

Most states delegate the authority to create business entities with its secretary of state or similar office. To initiate the formation of an LLC, you must draft a certificate of organization -- sometimes called the articles of organization -- and deliver it to the appropriate office. The certificate must include the name and address of an agent you authorize to accept legal documents on behalf of the LLC, the address of the business and the name of the LLC. Most jurisdictions provide access to a database of available business names. Legal formation occurs on the day the state files the certificate. However, filing of the certificate cannot occur unless at least one LLC member exists. In the event no member exists at the time you deliver the certificate, the secretary of state will delay filing for up to 90 days. If a single member does not exist after 90 days, the certificate becomes void.

Foreign LLCs

If you conduct business outside of the state where you form the LLC, it may be best to file a certificate of authority in each jurisdiction. The failure to file a certificate does not preclude you from obtaining customers in that state; however, you may not have access to that jurisdiction’s courts to settle business disputes. A complete certificate of authority generally includes the LLC business name, its jurisdiction of formation and the name and address of the agent. You must deliver the certificate to the same office that has authority to create LLCs within that state.

Becoming a Member

Admitting a member to the LLC does not require a state filing unless you choose to include member information on the certificate of organization. Subsequent to the LLC’s formation, additional membership interests may be acquired by a unanimous vote of all existing members. However, a unanimous vote is unnecessary if the operating agreement provides an alternative method for admitting members, such as a majority vote. In the absence of an operating agreement stating otherwise, there is no requirement that a member make a monetary or property contribution to the LLC as a condition of membership. Current members of the LLC may provide a membership interest as a gift.

Dissolution

Barring illegal or fraudulent activity, most jurisdictions provide a perpetual and indefinite life for the LLC entity. Current members may agree to dissolve the LLC at any time without restriction. There is no formal filing requirement to dissolve the LLC; however, most states allow you to file a statement that expressly notifies the government agency that the LLC no longer exists. If you choose to draft such a statement, you must file it with the same office that files certificates of organization to create LLCs.