LLC Company Registration

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

A majority of states and the District of Columbia impose similar registration requirements on limited liability companies and their members. Many of these jurisdictions have adopted some form of the Revised Uniform Limited Liability Company Act which requires LLCs to comply with certain filing requirements over the course of its existence.

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Articles of Organization

Every jurisdiction requires filing an articles of organization or similar document to create a legal LLC entity. This initial document generally requires the name of the LLC, its office address, and the name and address of an agent the LLC authorizes to accept legal service of process on its behalf. The LLC is created at the moment the state files the document. Drafting the articles of organization is a straightforward process; for example, in New York, the state provides free access to a standard two-page form that only requires you to fill in the blanks.

Name Reservation

Most jurisdictions allow you to register a business name prior to LLC formation. This secures the name for a period of time and makes it unavailable to other businesses. For example, reserving an LLC name in Delaware involves submitting an application and a $75 fee -- as of December 2010 -- to the Delaware Secretary of State. If the name is available, the state will reserve it for 120 days, with an option to renew the reservation for additional 120-day periods.

Certificate of Authority

If your LLC will conduct business in multiple jurisdictions, most states require the entity to file a certificate of authority or similar document to obtain authorization to do so. Most states will deny the LLC access to its courts to resolve business disputes if it fails to comply and register the LLC in those states. The information requirements are similar across states. New York's Department of State, for example, requires LLCs to complete a standard three-page application for authority and, as of 2010, submit a $250 fee. The document requires the name of the LLC, the jurisdiction it was created in, acceptance of the Secretary of State as the registered agent in New York, the name and address of the agent in the home jurisdiction, and the LLC’s main office address.

Dissolution

A majority of jurisdictions do not require the LLC to file any documents to effectuate a legal dissolution. However, many allow for the submission of a written statement officially declaring the dissolution of the LLC. Registering the dissolution may be important in the event a third party challenges the actual date the LLC dissolves.