A certificate of formation for LLC (in some states called the articles of organization or certificate of organization) sets forth certain basic information about your new limited liability company as required by your state. The following are some helpful guidelines to follow as you complete this important document bringing your business into existence.
Enter the exact proposed company name. Include the exact spelling, punctuation, and appropriate entity identifier such as "Limited Liability Company" or "LLC."
In most states, it is possible to conduct an online search in order to determine if your desired company name is available. It is best practice to conduct a search for your new LLC's proposed business name to ensure that your company's name is unique and will not be confused with other similarly named businesses.
For the company address, enter the address of the company's office. This is generally within the state of organization or formation. Do not use a post office box (P.O. Box) address.
If the company's initial and physical address is not where the company wants to receive regular mail, then you may add a different mailing address. Enter the desired mailing address for the company where prompted. This may be a P.O. Box address.
In New York, you do not provide the full office and mailing addresses. Instead, only the county is required. In New York City, the borough of Manhattan is in New York County, the borough of Brooklyn is in Kings County, and the borough of Staten Island is in Richmond County. Bronx and Queens are both a borough and a county.
The purpose describes the company's general mission and business activity at the time of initial filing. It is possible to change the company's purpose and activities at a later date; however, an initial description must be provided.
The purpose description may be broad and general. Most companies opt for a general statement of purpose—which is to conduct any lawful business activities permitted by state law. However, some states may require that you list a more specific purpose. When using LegalNature's certificate of formation, we will inform you when this is the case.
If the company wants to specify its purpose, then be sure to keep this statement broad enough to not overly constrain your business activities in the future. For example, a company that creates and hosts websites may have a specific purpose such as "To register domains and create, design, host, and maintain commercial websites for customers." LegalNature's certificate will automatically also include the general language that the company may engage in any lawful activities under state law. This ensures that the company does not unnecessarily limit its activities and options in the future.
Enter the category of business activity that best describes the company's primary activity at the initial filing. The categories and additional specifics are created by the IRS to classify business activities.
NAICS is the North American Industry Classification System developed by the U.S. Census Bureau as a way to identify and classify businesses based on their line of work and business activities. The code contains six digits. The first two digits determine the broad scope or line of work. The last four digits of the code describe the types of business activities engaged within the line of work. Follow these links to view the current NAICS codes for Alaska and Vermont.
For the purposes of completing your certificate of formation for LLC, review your state NAICS codes to identify one primary code that best describes the line of work and business activities that the company initially intends to engage in. If you have any questions, then you may wish to contact legal counsel, your Secretary of State's office, your local Small Business Assistance Center, or the Alaska Small Business Development Center for assistance.
One of the best features of a company is its ability to exist in perpetuity. Theoretically, a company may remain in existence forever. Since most companies do not have an end date in mind when the company is established, most companies choose to specify a perpetual duration. This means that the company will continue until terminated by its owners.
If, for any reason, your company is established for a fixed duration, then you will need to specify an end date or event for the company to terminate.
A registered agent is also known as a "statutory agent." This may be an individual or a business entity residing within the company's registered state. The registered agent must maintain normal business hours at a physical office open to the public. The registered agent is statutorily responsible for ensuring reliable communication between the state and the company by receiving and forwarding service of process, such as lawsuits, legal documents, notices, or demands, on to the company. It is important to note that a company may appoint a member, manager, or officer of the company as its registered agent, but the company itself may not act as its own registered agent.
It is mandatory that every company provides the registered agent's full name. If the registered agent is a business entity, then you should include the entity designation of the business such as "Inc." or "Co."
It is also mandatory that every company provides the address where the registered agent is required to receive the company's legal correspondence. Check with your state regarding any specific requirements for listing the registered agent's address. LegalNature provides the registered agent with the option to use the company's physical address, the company's mailing address, or any other address where the registered agent is willing and able to receive mail for the company.
The registered agent must sign the Consent of Registered Agent page included with the document in the following states: Arizona, District of Columbia, Florida, Kentucky, Louisiana, Maine, Nevada, New Mexico, Ohio, Pennsylvania, Texas, Washington, and Wyoming. The Consent of Registered Agent states that the registered agent agrees to become a registered agent for the company, to receive service of process and forward such correspondence to the company, and to update the state should the registered agent resign or be replaced. Including this page is optional in other states.
As states move forward to update their procedures and systems to accommodate new forms of communication such as electronic mail, it may be useful to include your company's email address as an optional communication channel. As states maintain their documents and contact addresses differently, some of which may be or become public information, the company may consider using a business email address instead of the personal email address of an individual affiliated with the company for privacy purposes.
In a member-managed company, the day-to-day management and responsibilities of a limited liability company reside with its members. The members are active investors and owners in the LLC. They are directly involved in running the company's daily operations.
Alternatively, in a manager-managed limited liability company, the day-to-day management and responsibilities reside with the appointed managers. Under this arrangement, the members are more passive investors and owners in the LLC. They are not directly involved in the running of the company's daily operations and do not take on any managerial responsibilities.
Indicate the type of management structure you want for your company. Keep in mind that there are many ways to structure managerial responsibilities as long as the company always has one or more members and a manager if the company is manager-managed. The designated manager may be a member of the company.
Enter the name and complete address of each initial member of the company. Members may want to consider using a business address rather than a residential or private address for privacy purposes as these addresses may become public information. Do not provide social security numbers, dates of birth, or other private identification information.
For each member, indicate whether they will be personally liable for the company's debts, liabilities, and obligations. Generally, as indicated by the "limited liability" entity name, members of a limited liability company are not personally responsible for the business' debt. However, some companies may wish to adjust that rule for many reasons, including ease in financing or upon request by their bank.
Select "No" to prevent third parties from holding the member personally responsible for the company's debts. Select "Yes, some debts" to allow third parties to hold the member personally responsible for only the debts specified in the following question field. Select "Yes, all debts" to allow third parties to hold the member personally responsible for any and all of the company's debts.
In this section, you will give the name and address of each initial manager, if any. Managers may want to consider using a business address rather than a residential or private address for privacy purposes as these addresses may become public information. Do not provide social security numbers, dates of birth, or other private identification information. Remember, a manager may also be a member of the company. Do not forget to list managers who are also members.
Here you may add any additional terms that have not already been addressed in your certificate.
An organizer is a person—or business entity if permitted in your state—that prepares, files, and verifies the truth and accuracy of the certificate of formation for LLC. In essence, the organizer sets up the company by creating its organization or formation documents with the state.
List each and every organizer's full name and address. As the organizer's address may become public information, the organizers may consider using a business address rather than a residential or private address to protect their privacy. Every organizer listed must sign the articles.
A notary acknowledgment is used to verify the identity of someone signing a document. The notary acknowledgment is optional for most states. The acknowledgment is absolutely required when organizing in Louisiana. If organizing in Louisiana, print a copy of the page entitled "Notary Acknowledgment" for each organizer signing the document.
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