A Limited Liability Company (LLC) is a very flexible form of business structure that combines elements of the typical corporation and partnership structures. By forming an LLC, you create a legal entity that provides limited liability to its owners. Often, these are imperfectly called a Limited Liability Corporation instead of Limited Liability Company. It is truly a hybrid business entity that can contain elements and/or characteristics of corporations, partnerships and even sole proprietorships, depending on how many owners are involved in the Limited Liability Company.
An LLC, even though it is a business entity, is actually a type of unincorporated business and is not a corporation. The main characteristic that an LLC shares with a corporation is the limited liability protection that they both offer. The main characteristic that an LLC shares with a partnership is the pass-through income taxation that they both offer. It is, however, much more elastic than a corporation and is very well suited to single owner businesses.
LLC Registration Procedure:
- acquire a copy of your state's LLC Articles of Organization form from your state's Secretary of State office. When you contact them, also find out if the state in which you are incorporating requires you to post a notice in the newspaper. Also find out any specific rules regarding business names.
- Choose a name for your business that complies with your state's rules for LLC business names. The main part of the business name is generally very flexible, but each state has a list of prohibited words, such as "Corporation", "Incorporated", "Insurance", "City", and others. Your legal name must end with an LLC designator, such as "Limited Liability Company", "LLC", etc. Also, the name can not be the same as another LLC on file in the state in which you
- are filing.
- Fill out the LLC Articles of Organization form. This is usually a relatively simple process, as the only things you need to notify the state about regarding your LLC are items such as name, its business purpose, principal office address, the "registered agent" for receiving any legal documents, and the names of the initial members. You do NOT have to identify at this point the ownership distribution or management structure, just the names of the LLC's members.
- Publish a notice in your local newspaper of your intention to form an LLC. This should be done previous to filing your Articles of Organization. Currently this is only required in Arizona and New York. Check with your state's Secretary of State to be certain.
- Submit your Articles of Organization form to your Secretary of State along with the appropriate filing fee. Some states may have a corporate tax which is separate from the filing fee but must be paid at the time of fling.
- That's it, you're done! At least legally, that is. Now wasn't that easy? While you're done in terms of legal requirements, there's still a very important piece missing: the LLC Operating Agreement. However, the Operating Agreement is not required by the state, and can be created after the legal filings are done. If you are the sole owner of the LLC, you probably don't need one at this point. However, if there is as much as one other owner, it's best to make a written agreement of the terms.