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Certificate of Organization Checklist

Step 1: Complete and File Your Certificate

Firstly, execute the certificate of organization and Consent of Registered Agent, if applicable. Prepare payment of the necessary state filing fee and then file the certificate of organization pursuant to instructions from the state. Depending on the state, you may be able to file by mail, fax, in person, or online.

Step 2: Create an LLC Operating Agreement

Operating agreements set out rules and procedures used to determine how a company will be run by the interested parties, including, but not limited to, the members, managers, and officers. They are internal documents that facilitate the smooth operation of your new limited liability company. Operating agreements do not need to be filed with the state, but they are fundamental to a company and should be one of the first documents created. LegalNature's library of documents includes an LLC operating agreement that can be easily created and immediately adopted for your company's use.

Step 3: Hold the First Member or Manager Meeting

The first member or manager meeting is where fundamental decisions about the company are made. For example, this is where the operating agreement may be adopted; officers may be appointed; organizers may resign; tax selection of the company may be approved; directions may be given to managers or officers; and authority to open bank accounts, enter into contracts, or incur other expenses may be approved.

Prior to the meeting, a notice of meeting should be sent to the relevant parties. If no notice for the meeting was given, a waiver of notice should be executed at the meeting.

The meeting details should be documented by a party designated as the meeting secretary in the meeting minutes. Any company resolutions passed at the first meeting should be recorded in a corporate resolution document.

Step 4: Set Up a Company Records Book

Company documents that belong in the company records book include, but are not limited to, the documents below, all of which are available from LegalNature.

  • Certificate of organization
  • Operating agreement
  • Meeting minutes
  • Corporate resolution
  • Notice of meeting
  • Waiver of meeting

Step 5: Comply with Local, State, and Federal Regulations

Your company's business and purpose may require business licenses from your city, county, or state. For example, agriculture businesses, alcohol-related businesses, and hair salons generally require city or state permits. Consult your local government's business bureau to confirm whether you need a license or permit for your business and how to obtain them if necessary.

Step 6: Satisfy State Reporting and Tax Requirements

Companies are subject to state tax. For some states, the tax rate is based upon the entity designation. For others, the tax rate may be based on their gross receipts. Consult your state agency to satisfy your state's tax requirements accurately and in a timely manner.

Certain states also require reporting on a regular basis, such as annual or biennial reports. This requires a company to inform the state of any changes in the company. Consult your state agency to satisfy the state's reporting and filing requirements.

Finally, apply for a federal Employer Identification Number (EIN) with the Internal Revenue Service (IRS). This is also known as your company's Federal Tax Identification Number and is used to identify a business entity for tax and hiring purposes.

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