To start an LLC, you will need to file articles of organization in your home state and appoint a registered agent. Below, we cover the details you need to know, including how to maintain your limited liability company (LLC) after your business gets started.
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An LLC (Limited Liability Company) is a type of business entity. LLCs can be owned by one person or multiple people, or even by certain business entities. Each person or entity having ownership in an LLC is called a “member.” There is no limit to how many members can share ownership of an LLC.
Some LLCs are member-managed, meaning the company’s day-to-day operations are managed entirely by its members. Other LLCs are manager-managed, which means non-members or only specific members handle the company’s day-to-day operations. Basically, if an LLC has even one non-managing member, the LLC is manager-managed.
As suggested by the “limited liability” portion of the name, LLCs provide limited liability for members. This is important especially as it relates to asset protection. If the LLC owes creditors money, or if lawsuits are filed against the LLC, members’ personal assets are safe from collection as long as they’ve been kept separate from business assets. Only the LLC’s assets will be subject to seizure.
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Before you start an LLC, you should be aware of the steps that go into forming a company. Missing one of these steps could create more work for you down the line.
The process may be slightly different in your state, but in general, forming an LLC requires that you do the following:
Filing Articles of Organization is essential to starting an LLC, since skipping this step means your company won’t be registered with the state.
States have different requirements when it comes to Articles of Organization. Some states, like Delaware, have a simple form with a handful of questions. Other states, like Louisiana, have a convoluted form with many questions. Most states fall somewhere in between.
Here’s an overview of the type of information most states require in their Articles of Organization:
Most states require Articles of Organization to be submitted to the Secretary of State’s office, either by mail, in person, or via an online system. Some states have a different office set up to receive such documents, such as Hawaii’s Business Registration Division.
Regardless of where your state collects Articles of Organization, the function is the same: to file your formation paperwork and register your LLC with the state.
Exact amounts vary by state, but the most common payment to submit with your Articles of Organization hovers around $100.
Once your LLC is formed, it needs to be maintained. Just as starting your LLC comes with paperwork and payment, so does your company’s maintenance.
Annual reports are essentially informational updates with the state. Most states require annual reports or some related report, such as a biennial or periodic report. (These ask for generally the same information as annual reports, just with different due dates.)
A handful of states do not require annual (or related) reports for LLCs. Check with your state’s Secretary of State (or applicable business division) for filing requirements.
Annual reports are submitted to the same office that files Articles of Organization. So if your Articles went to your state’s Secretary of State, that’s where your annual report will go, too.
In nearly every state, payment is also due with your annual report. The amount you will pay varies by state.
In all matters involving taxation, you should speak with a professional tax adviser. But in general, by default, the IRS treats LLCs as pass-through or disregarded entities, which means profits and losses typically pass directly to members who file individual tax returns and pay their own taxes. In other words, the IRS typically treats single-member LLCs as sole proprietorships and multi-member LLCs as partnerships.
LLC members will usually be required to pay individual income taxes on earnings, along with Social Security and Medicare contributions.
However, LLCs can elect with the IRS to be taxed as another form of pass-through entity: an S corporation. In general terms, an S corp election renders LLC owners as employees who must be paid reasonable salaries. A tax adviser can provide you with details about how this might affect a member’s personal taxes and the taxes that must be paid by the LLC.
About 10 states impose taxes on LLCs directly.
Whether or not you should start an LLC depends on your business goals and the amount of liability you’re willing to assume. Since an LLC acts as an entity separate from its members, it can keep your personal assets away from creditors and out of lawsuits (assuming those creditors and lawsuits are aimed at your LLC). Conversely, if you have a sole-proprietorship and your LLC is sued, your personal assets could be claimed as damages.
Some people choose to start an LLC before starting business operations. Others wait to form an LLC until after their business is earning a profit. There’s not necessarily a right answer that works for every situation, but a general rule is that you should form your LLC before assuming substantial risk and racking up business debts. That way, if your business is sued, only the LLC’s assets will be on the table.
Forming an LLC can take anywhere from a few hours to several weeks depending on your state and if you pay to expedite the filing process. Of course, doing the leg work—drafting an operating agreement, opening and funding a bank account, creating a business plan—can take much longer.
The cost to form an LLC varies by state. Most states charge around $100 to file Articles of Organization.
LLCs and corporations are both business entities that provide limited liability to owners, but they differ in several important ways. Corporations issue stock to shareholders, unlike LLCs, operate according to corporate bylaws instead of operating agreements, and corporations are (automatically) taxable entities. To learn more, visit our Start a Corporation page.
A foreign LLC is a company operating in a different state than the one in which it was formed. Let’s say an LLC formed in Utah, later expanding into Arizona and New Mexico. The company would register as a foreign (out-of-state) LLC in Arizona and New Mexico (and any other state it expanded operations to besides Utah.)
Yes. Any information you include in your Articles of Organization will become part of the public record.