Purpose of Filing an LLC With a State

by Jeff Franco J.D./M.A./M.B.A.
You can't operate an LLC without first filing with the appropriate state agency.

You can't operate an LLC without first filing with the appropriate state agency.

Brand X Pictures/Brand X Pictures/Getty Images

The limited liability company business structure -- commonly referred to as a hybrid of the corporation and partnership -- is only an option if you adhere to all filing procedures in the state in which you want to create the entity; this doesn't necessarily need to be the state in which you operate. This is because legal formation of the LLC cannot occur without filing the proper documentation with the secretary of state, or similar agency, in your jurisdiction. But this is only the initial purpose; there are other reasons why you may want to file documentation to form an LLC in one or more states.

Ready to start your LLC? Start an LLC Online Now

Legal Formation

The principal purpose of filing LLC formation documents -- sometimes called certificates of organization -- is to create a separate legal entity for your business. You can choose to register your LLC in any state, but whichever state you choose, you'll need to file this or a similar document with the agency responsible for overseeing business entity formations, such as the secretary of state. Prepare the document to include the essential requested details like the business's name and address, as well as the registered agent information. Then file it with the proper state agency. Your LLC is formed once the state accepts the documents for filing along with the required fee.

Personal Asset Protection

Business owners might prefer to keep their business and personal assets separate, which is often the main purpose of filing for LLC formation. When you conduct business as a limited liability company, debts and other obligations that arise through business activities aren't the responsibility of the owners, who are known as members. For example, if you obtain a line of credit in the LLC's name, but later default on repayment due to business losses, the creditor can sue the LLC, but your liability is limited to the assets of the company. Despite the size of your personal bank account, it remains outside a creditor's reach.

Multistate Business Activities

As your business grows, you may want to operate in states other than the one where your LLC is registered. Most states require a foreign LLC -- an LLC created in a different state -- to register documentation if they conduct business within their jurisdictions. This form is often referred to as a certificate of authority. In New York, for example, registration is required if a business's activity in the state are of a permanent, continuous and regular nature, as well as vital to the business and not merely incidental. This is always based on facts and circumstances; however, if you regularly sell goods to New York customers, chances are you'll need to file registration documents with the New York Secretary of State.

Other Advantages

An existing business may choose to file for LLC formation as a way to raise additional capital by admitting new members. Also, the inherent flexibility of LLCs, provides the freedom to draft an operating agreement -- which is a written document outlining the company's rules and management policies -- with terms that allow the company's members to sell their interests in the LLC without much restriction.