Setting up an LLC a Limited Liability Company
Set up an LLC - to be designated as a limited liability company include in its name one of the many derivations of LLC, as in "L.L.C.", "LLC", "L.C.", or "LC". "Limited" may be abbreviated as "Ltd." - from Section 105 of the Uniform Limited Liability Company Act. Check to see if the name you choose is not already in use by another company in your state or in any jurisdiction you plan to do business in. They may be particular State name restrictions particularity for licensed professionals like doctors, lawyers and accountants so be sure to check with the
formation articles with your secretary of state (or corresponding government office).
Set up an LLC: Articles of Organization
Get the proper form direct by going to the state web site of the secretary of state and specifically look for "Limited Liability Articles of Incorporation". Some States such as Maryland and the District of Columbia do not have a prescribed form but you will see examples online that you can follow.
Set up an LLC: Registered Agent
Most States require that you list in the Articles of Organization a registered agent. A registered agent is merely someone who is designated to receive official documents from the State and the one that would be served should your LLC ever be sued. This position can be a corporation as well as an individual and may even be one of many registered agent services that exist for that purpose.
Set up an LLC: LLC Organizer
The LLC Organizer is merely the one who confirms in writing that the information in the articles of Organization are true. Anyone authorized to act as an organizer by the original members of the LLC can be an organizer.
Set up an LLC: Years of Existence
Typically an LLC is set up to exist forever however there may be the odd case where one might want to limit the years the LLC will be in existence.
Set up an LLC: Managers With an LLC either the shareholders will act jointly as managers or they will designate someone to act in that capacity. An LLC "Operating Agreement" a separate agreement from the Articles of Organization typically will specify the relationship and duties of the manager in respect to the shareholders.
Set up an LLC: Filing Filing the Articles of Organization.
This is specified by the State instructions for the Articles of Confederation. Some States like Arkansas allow you to do it electronically but typically you need to supply 2 originals of the Articles of Organization along with your filing fee. In return the Sate will give you back an embossed Certificate of Existence.
Set up an LLC: Other Filing Requirements
Most States will require a license to transact business to be filed along with the Articles of Organization and the City where your offices are located may require a Business License.
Set up an LLC: Tax Forms
In the US your LLC will require a Federal Tax Identification number. IRS Form SS-4. Here is a link to the instructions for filing Form SS-4. In addition most States will require you get a state tax identification number. Note on the Federal Tax form if your company has more than one shareholder make sure the box indicating corporate partnership is ticked as the fact that LLC's are taxed as a partnership is the primary benefit that an LLC has over an S corporation. If you have on one shareholder check other and write " disregarded entity" besides the box as this will allow the IRS to accept your classification as a SS-4.
Set up an LLC: Member Operating Agreement
The members of an LLC are the owners of a business and should agree in writing on basics on how they wish to run their business. Questions for consideration are:
1- Who are the members? 2- How will be profits and losses be distributed among the members?3- How many shares will each member have? 4- How much capital should each member contribute? 5- What services will each member be required to contribute? 6- If the LLC is not going to be managed by the members than identify the number of managers, the identity of the managers, and how responsibility is to divided or share between the managers and the members. 7- Vote percentage required for admission of new members. 8- Restriction of members in regard to share transfers?
A member operating agreement serves the purposes of verifying to outside authorities such as banks who in fact can sign documents on behalf of the LLC. It also clarifies in writing responsibilities of members something that could easily become areas of contention as memories fade.
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