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Form a Limited Liability Company Three Ways | ||
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Save money by forming your own LLC with minimal effort. We sell forms for every part of a Limited Liability Company, including Articles, Operating Agreement, Signatory Papers, and Acceptances. You buy as much or as little as you want. Mix and Match the varioius parts. Buy only the Articles to get started and add other parts later. Each form you purchase is emailed to you. Print out and fill in the information | ||||||||||||||||
Save money by forming your own LLC. We sell CDs for every part of a Limited Liability Company, including Articles, Operating Agreement, Signatory Papers, and Acceptances. You buy as much or as little as you want. Mix and Match the various parts. Buy only the Articles to get started and add other parts later. | ||||||||||||||||
Buy a completely finished LLC. You do nothing but register the company in your own State. We provide all the paperwork for registration and running your own Limited Liability Company, including Articles, Operating Agreement, Exhibits & Appendices, Authorizations, all Signatory Reqirements, dDvisions of Shares and Acceptances. Comes in a complete Minutes Book, along with Formation Minutes. Everything is done for you, all you do is run your company. | ||||||||||||||||
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WHY AN LLC? Corporations and limited liability companies are preferred business structures because, unlike sole proprietorships and partnerships, the Corp and LLC offer liability protection. This means that the owner(s) of an LLC cannot be held personally responsible for the company’s debts as sole proprietors and partners are. And often just as important, the personal assets of the owner(s) are shielded from company liabilities. | ||
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Choices You Need to Make to Form an LLC In establishing your own LLC, there are certain choices you need to decide upon. These choices are usually determined, or listed, in your Formation Minutes in order for your LLC to be properly structured and a proper paper trail established. Before beginning your LLC, whether you intend to purchase our CDs and do-it-yourself, or purchase our hard copy forms and do-it-yourself, or have us completely package your LLC. These choices are: First Step There are four initial steps that should be taken: Note: Keep in mind that the basic purpose of a Limited Liability Company is to limit the liability of the "owners" and separate business assets and personal assets. With the proper structure and information contained in the Articles and Operating Agreement, and the maintaining of appropriate records, your LLC will provide all the protection the law allows. But, if you skimp on your records, do not include everything you wil be doing and the way you will be doing it in the these records, then it is likely the IRS or the Courts will set your LLC aside and strip your company of these protections. What Should be Included in the Articles of Organization 1. Name of LLC Founding Documents. The articles of organization are the founding documents of the LLC. They basically spell out how the Company is organized and the basic provisions of the organized business. Once filed, the LLC begins its existence as a limited liability company. Articles of organization are considered to be the controlling provisions in an LLC; therefore, conflicting provisions in other LLC forms or documents (the operating agreement, member agreements, or corporate/llc resolutions) would have no significance, unless the Articles are amended to include other provisions. Articles may be amended at any time and re-filed with the State. Note: The provisions that are required in an LLC's Articles of Organization will vary among the different States. Some States require only their form be filled out, others will not accept your written Articles, while others require your written Articles along with their forms. Most, however, require only your written Articles. Keep in mind, that registering an LLC with any State gives you the right to use that name, conduct business in the State, and open a bank account under the company name. Such registration, in many cases, does not insure that you are protected by the full extent of the limited liability provisions an LLC offers. The IRS and Courts have thrown out such limited provisions unless your company records support the way you are doing business, and you have the records and paper trail to prove it. Member or Manager Based LLC The management of an LLC can be by members, in which case the management is much like that of a partnership. If the management of an LLC is by managers, then the management structure more closely resembles that of a corporation, since the members will not be involved in the daily business decisions of the company. In a manager based LLC, the running of the company is delegated to managers (who may or may not be owners in the LLC), and the members more resemble Shareholders in a corporation. Note: In many small LLCs, family owned, partnership, or husband-wife type companies, the Members and Managers are the same people. As an example, if a husband and wife create an LLC, they may do so as Members, then appoint themselves as managers during the Formation Meeting, and so indicate in the Articles and Operating Agreement. In this case, they wear two hats, one as the owner Member, and the other as the Manager who runs day-to-day operations. The Registered Agent Listed in the Articles Most states require that an LLC have a Registered Agent who maintains a registered office within the state of formation. This Registered Office may be at an address that is different from the LLC's business address (as where the LLC's business office is not located within the state). Typically, you will act as your own registered agent as long as your Registered Address is within the state of formation. This address must be a physical address (no post office boxes) where mail or service of process can reach you--typically this is a location open normal business hours. The basic purpose of the Registered Agent and Office is to provide potential claimants against your LLC with a person, whose whereabouts are available in public records, who may accept service of process on behalf of the LLC. In addition, tax notices and other official documents are usually forwarded to the Registered Agent Office. Note: When you live outside the State of formation, it is required that you have a Registered Agent within that State. Most States have professional Registered Agents which can be found on the internet, and many attorneys and CPAs act as Registered Agents as part of their business. LLC Meetings While some states do not require that your Limited Liability Company hold meetings on a regularly scheduled basis, it is always wise to conduct meetings with your members to ensure the LLC is in agreement in all its endeavors. The members of a limited liability company transact business as a group. Each individual member has no authority to bind the limited liability company (unless the members as a group have previously authorized him or her to exercise that power). Even when it is not required, it is a good idea to hold official meetings to transact company business. Meetings must be authorized in the Operating Agreement, including types, such as: Annual or Semi-Annual Meetings. Annual Meeting of the Members, Annual Meeting of the Managers, Semi-Annual Financial Meeting, Annual (or semi-annual or quarterly) Planning Meeting. While you do not necessarily have to hold these additional meetings (they can be telephone calls, etc.), it is wise to have the provision to do so in case you need or want to hold such meetings, especially away from your area since meetings can be held anywhere. Costs of meetings may be tax deductible, but check with your attorney or CPA and the IRS regulations to determine the requirements. First or Formation Meeting. You must hold a meeting prior to forming the LLC, during which time you organize the company, its purpose, structure, management and other important matters. Minutes must be kept and show that the members acted upon, agreed to, and voted for the decisions made. Minutes should show these decisions as resolutions. Operating Agreement Meeting. During the first meeting, or another shortly after, the Operating Agreement should be developed. This document should include, and provide authorization for, all actions within the company structure you will need. In this sense, think long term, not just listing short term areas. The Operating Agreement should at least provide authorization for opening banking accounts, listing percentages of ownership between the partners (even spouse or adult children, etc.), and day-to-dayo operating needs. Federal EIN Number Most LLCs need an Employer Identification Number (EIN), also known as a Federal Tax Identification Number. It is a nine-digit number that the IRS assigns to business entities. Rather than using social security numbers in a business that has a separate legal existence (like corporations and LLCs), the IRS uses the EIN number to identify taxpayers that are required to file various business tax returns. EINs are used by employers, sole proprietors, corporations, partnerships, non-profit organizations, trusts and estates, government agencies, certain individuals and other business entities. Most States Encourage the Use of EIN Number. The EIN is often used by state agencies as a means of cross-referencing businesses, and many strongly encourages all business entities to acquire and use a federal EIN. Required by Law. You are required by law to obtain a federal EIN if you meet one or more of the following conditions: Apply on Line. You can apply for an employer identification number in one of three ways: SS-4 Form Required. In all cases, you must have an SS-4 form filled out before you contact the IRS. The fastest and easiest method of obtaining an EIN is to call the IRS (800-829-4933). With the SS-4 form filled out in front of you, the phone call takes about 3 minutes and you will receive the EIN number during the call. But have the SS-4 form filled out before you call because they will ask you what answer to have for the varioius numbers on the form. If your answer is not immediate. they will say you failed the test and cancel the call. Note: Entities that May Not Apply Online: The online application process is not yet available for the following types of entities: Foreign Addresses (including Puerto Rico), Limited Liability Company (LLC) without entity types, REMICs, State and Local Governments, Federal Government/Military, Indian Tribal Government/Enterprise. Please call the toll-free Business and Specialty Tax Line at 800-829-4933 should you need assistance applying for an EIN. Foreign Addresses (addresses outside the continental USA, Alaska and Hawaii) call 215-516-6999. Opening a Bank Account Most banks require only a copy of your Articles of Organization and your federal Employer ID Number to open a bank account. Some, however, may also require a resolution passed by the Limited Liability Company's members and a copy of the LLC Operating Agreement before opening an account. To better determine your bank's requirements, you should contact the branch manager and ask about their requirements for New Accounts before visiting the bank so you can have all the forms and information required when you get there. While the entity is not associated at the bank with your personal social security number, they will require it as a safeguard against you writing checks illegally. In order for you to open a bank account under the LLC name, you must have an authorization in your Operating Agreement, and an approval voted upon by the members, which should be included in your Minutes. To properly complete the formation of the LLC, members must enter into an Operating Agreement. This Operating Agreement may come into existence either before or after the filing of the Articles of Organization and may be either oral or in writing. However, it is always wise to have such agreements in writing, both for later support and also for a proper paper trail required to sustain your LLC if attacked by the IRS or the Courts. 1. Name of LLC, Conditions of formation, and Names of initial members Note: If you fail to create an Operating Agreement, your LLC will be subject to the State's LLC Act, and determine how your company should be run. This may not be what you want. To avoid the State telling you how your company should be run, create an Operating Agreement. The more of the above included, the greater the protection your LLC provides its members and managers. Step Two Sign Your Documents. For everything in your Minutes and Records Book to be up-to-date and in compliance with the laws governing a Limited Liability Company, you need to make sure that all signature blocks are dutifully signed by the indicated member, manager or officer (even if one person holds more than one, or all of the positions). Notary Public. Certain documents should be notarized, which provides a stronger paper trail should your LLC ever be attacked. This shows that you are serious about your company, and serious about keeping your records correctly. Some banks will notarize documents for their customers free of charge. Minutes. One of the major things to do to keep your LLC in compliance is to have a paper trail through minutes. This means that each meeting you hold, whether member, manager, or officer, minutes need to be kept and decisions, in the form of resolutions, written down. Minutes can be as long or short as you want to make them. Our template puts your lminutes on two pages, covering everything needed for your meeting--you insert the dates, time, and decisions made. |  | |||||||
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DISCLAIMER: The information provided on this site is for informational purposes only and is NOT to be relied upon as legal advice. This service is not a substitute for the advice of an attorney and we encourage users to have all documents created on our site reviewed by an attorney. No attorney-client relationship is established by use of our online forms or within our purchasable CDs, and the user is not to rely upon any information found anywhere on our site. THESE FORMS, CDs, AND ENTITIES ARE SOLD ON AN "AS IS" BASIS WITH NO WARRANTIES OR GUARANTIES. If you wish personal assistance in deciding whether the document or entity found on our site is right for you or desire representations and warranties upon the legality of the document you are purchasing in the jurisdiction you will be using it, contact an attorney licensed to practice law in your state | ||||||||
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