A limited liability company (LLC) is a business entity that combines the liability protection of a corporation with the flexible structure of a partnership. When you register an LLC, you either form the LLC in a state—usually where its main office is located or in a business-friendly state such as Delaware or New York—or register an existing LLC as a so-called foreign LLC in a state where it has employees, an office, or other business activity.
The steps needed to register an LLC are similar from state to state:
1. Choose a state.
In most cases, you form the new LLC in the same state as the main office location. Choosing the state where the company has its most important physical presence can reduce the number of required tax filings and could avoid the need to register the LLC in multiple states. An online legal services provider can help you determine the best state for forming the new LLC.
2. Choose a name.
You must choose a name for your LLC and confirm that it's available in the formation state and any other state where you register it as a foreign LLC. Each state's online entity name database makes this process relatively easy, but it's a good idea to create a list of three to five possible names in case some are unavailable.
3. Appoint a registered agent.
A registered agent provides the state government (including its tax authorities) and private citizens and companies a permanent, reliable location to send mail and legal documents to an LLC that operates in a state. You must have a registered agent in the LLC's formation state and in any other state where it registers to do business.
Many LLCs use reputable third-party companies that specialize in serving as registered agents. These companies staff their offices every business day during the year, sometimes have offices in all 50 states, and very reliably forward the correspondence they receive to the members or managers of their LLC clients.
4. File formation documents.
An LLC forms by filing articles of organization (sometimes called a certificate of formation) and any other required initial documents with the office that administers business entities in the formation state (often the Secretary of State). These documents can be relatively simple or more complicated, depending on your particular situation. An online legal services provider can draft documents appropriate for your new LLC.
5. Draft an operating agreement.
Similar to the bylaws of a corporation, an LLC requires an operating agreement to document the rules for how the LLC's members (owners) and managers will govern the company. If the LLC will have only one owner (a single-member LLC), the operating agreement is a simple document. If the LLC will have multiple members, it can be much more complicated. An online legal services provider can draft an operating agreement that fits your situation.
6. Obtain an employer identification number (EIN).
The U.S. Internal Revenue Service (IRS) issues these online or by fax or phone.
7. Register to do business in other states.
If your LLC has employees in a state where it didn't initially form or maintains an office or other physical presence in that state (such as stores, warehouses, or distribution centers), it usually must register to do business in that state as a foreign LLC.
Registering to do business in a state means:
- The LLC is subject to the state's laws, including reporting and filing requirements.
- The LLC must pay the state's taxes—at least in connection with its in-state property, employees, and activities.
- The LLC can file lawsuits—and be sued—in the state's courts.
An LLC initially formed in one state files a certificate of registration (or similar document) to register as a foreign LLC in another state. An online legal services provider can help you determine the states where you need to register and file registration documents.
This portion of the site is for informational purposes only. The content is not legal advice. The statements and opinions are the expression of author, not LegalZoom, and have not been evaluated by LegalZoom for accuracy, completeness, or changes in the law.