Starting an LLC (limited liability company) in any state requires the owners, who are known as members, to submit forms with the state's business regulatory agency. The forms provide basic information about the company's purpose, members and management structure. Knowing which form suits the kind of LLC you will operate can help avoid a rejection from the state and unnecessary delays to your business start-up plan.
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Articles of Organization
The articles of organization, which in some states is called a certificate of organization or certificate of formation, is the first document a start-up LLC must file. This usually short form is often prepared and signed by the LLC's organizer -- either an owner of the LLC or an individual permitted to act on behalf of the initial members. The articles state the company's name, type of business services, founding members and the registered agent -- an individual or company chosen to receive legal paperwork addressed to the company. The LLC cannot begin transacting business until the form is approved by the state.
Some states allow creation of a series LLC, a company comprising separate divisions, each with its own members, liabilities and interests. The separate form needed for this type of entity requires the organizer to affirm that the operating agreement, a written management plan among the owners, permits formation of separate series. By signing this form, the organizer agrees that members of one series are not liable for debts and obligations of another series.
Many states require different forms for foreign, or out of state, companies that want to transact business in their borders. Usually short and easy to prepare, these applications ask for the name of the company and its members. The applicant must also affirm that it remains in good standing in the home state and explain why it is pursuing business in a new state. Foreign entities that attempt to run LLCs in different jurisdictions without submitting these forms can face civil penalties and fines.
Professional Service Entities
When an LLC performs services that are considered "professional" by some states, it must file a separate application designed only for professional service LLCs. The services of healthcare providers, lawyers, accountants and members of the clergy are included in this category. By completing this form, the founding members are promising they will not engage in services not specifically identified on the application. They also agree to add the words, "a professional limited liability company" to the business name.
References & Resources
- Wall Street Journal: How to Form an LLC
- New York Department of State: Limited Liability Company Filings
- Texas Secretary of State: Form 205-General Information
- Illinois Secretary of State: Articles of Organization
- Illinois Secretary of State: A Guide for Organizing Domestic Limited Liability Companies
- Texas Secretary of State: Form 304-General Information
- SBA.gov: Starting a Business
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