How Long Is an LLC Good For?

Key Takeaways

• An LLC can have either a perpetual duration or a set end date, depending on the articles of organization and operating agreement.
• Many states default to perpetual duration unless otherwise specified.
• An LLC can be voluntarily dissolved or administratively terminated by the state for noncompliance (e.g., failure to file reports or pay fees).
• The operating agreement should address exit strategies, dissolution procedures, and member withdrawal scenarios.
• Certain states, like Texas, automatically set LLCs as perpetual unless a specific end date is declared.

How long does an LLC last? This is a question with more than one possible answer because it's determined by the LLC's articles of organization. An LLC can be basically unending or perpetual with no ending or expiration. Or, it can be created for a specific purpose with a defined end date that's stated in the articles of organization.

Starting a Limited Liability Company

It's fairly easy to form an LLC. To create an LLC as a legal entity:

1. Check your state's LLC regulations on business names, and choose an available name for your business.
2. Prepare and file the paperwork required by your state. The paperwork is typically called the articles of organization.
3. Pay the state's filing fee when submitting your articles of organization paperwork. Filing fees for forming an LLC can be anywhere from $100 to $800, depending on which state you're filing in.
4. Prepare the operating agreement for the LLC. The operating agreement is a document that describes both the rights and the responsibilities assigned to each member of the LLC.
5. If required by your state, release a published notice of intent to form an LLC.
6. Get all the business licenses and operating permits the LLC will need to operate.

Naming an LLC

Each state's LLC division has rules for naming businesses, and chosen names have to follow those rules to get approved. The LLC division is usually under the umbrella of the Secretary of State's office. LLC naming requirements vary from state to state, but usually:

• You can't choose the same name another LLC in the state is using.
• An LLC designator must be on the end of the name. These include LLC, L.L.C., Ltd., and Limited Liability Company.
• Prohibited words, like bank, insurance, city, and corporation can't be included in an LLC's name.

Some states also allow businesses to pay a fee to reserve desired LLC names for a short time while preparing the articles of organization.

Registered Names and Trademarks

To find out if the name you want is already registered to another business, check with the office that handles LLCs for your state. In addition to not using another company's name, you can't use another company's trademark. With these details settled, it's time to file the articles of organization with the state. Certificate of formation and certificate of organization are two other names for the articles of organization. The name of your business is registered automatically when you file the articles of organization with the state.

Preparing the Articles of Organization

While the term articles of organization may sound like a complex thing, the documents are actually short and simple. Some entrepreneurs prepare their own in a matter of minutes by filling in blanks and ticking off checkboxes an LLC formation package or a form from the state's LLC filing office. The paperwork can be prepared by one person who has been assigned the task or by all members of the LLC. The common information to add to the form includes:

• The LLC's chosen name
• The address of the LLC
• Names of the LLC's members
• The name and address of the LLC's registered agent, who may also be called the agent for service of process

The LLC's agent is the designated person who receives legal paperwork in the event of a lawsuit against the business.

The Operating Agreement Role in How Long an LLC Lasts

Provisions known as buy-sell provisions are included in the operating agreement to explain what will happen if one of the LLC's members decides to sell their interest, if a member passes away, and if a member becomes disabled. Some other details that belong in an operating agreement include:

• The percentage of interest each member has in the business
• Each member's rights and responsibilities in relation to the LLC
• The amount of leverage assigned to each member's vote
• Details about the manner in which profits and losses are going to be allocated to members
• The LLC's rules about how meetings will be held and how votes will be taken
• How the LLC will operate and be managed

While an operating agreement isn't required by law and is not filed with the LLC filing office, it's important to prepare this document.

State Defaults and Administrative Dissolution

Most states automatically assign LLCs a perpetual existence unless the articles of organization specify a different term. However, this does not mean an LLC will last forever by default. If members fail to comply with state requirements—such as filing annual reports or paying franchise taxes—the state may administratively dissolve the LLC.

Each state has its own enforcement policy. For example:

• Texas considers LLCs perpetual by default unless otherwise stated in the Certificate of Formation​.
• California allows the LLC to exist perpetually unless a termination event or fixed duration is defined.
• New York and other states require regular maintenance filings, and missing these may trigger automatic dissolution after a grace period.

To avoid administrative dissolution, LLCs should:

• Keep track of state filing deadlines
• Maintain a registered agent
• File annual/biennial reports
• Pay any applicable state fees or taxes

What Can End an LLC Early?

Even if an LLC is formed to exist indefinitely, several events can lead to its early termination:

• Voluntary dissolution: Members may agree to dissolve the LLC according to the terms set in the operating agreement or through a unanimous vote.
• Withdrawal or death of a member: In single-member or small-member LLCs, a member's exit can trigger dissolution unless the operating agreement provides continuity.
• Court order: In rare cases, legal disputes or unlawful conduct may result in judicial dissolution.
• Failure to maintain compliance: Not meeting state requirements such as submitting annual reports or maintaining a registered agent can result in administrative dissolution.

Provisions in the operating agreement can help prevent unintended dissolution by detailing what happens in the event of these occurrences.

Renewing or Reinstating an LLC

If your LLC is administratively dissolved by the state, it might be possible to reinstate it. The requirements for reinstatement vary by state but typically include:

• Filing a reinstatement application
• Paying overdue fees and penalties
• Submitting any missing annual reports or tax filings

Reinstatement must usually occur within a defined timeframe (e.g., five years in some states), after which a new LLC filing may be required. Check your state’s Secretary of State website for specific instructions.

Frequently Asked Questions

1. How long is an LLC good for if no duration is specified?
   In most states, an LLC will exist perpetually unless the articles of organization or operating agreement specify otherwise.
2. Can an LLC last forever?
   Yes, if formed with perpetual duration and maintained in good standing with the state, an LLC can operate indefinitely.
3. What happens if I don’t file annual reports for my LLC?
   Failure to file required reports may result in administrative dissolution by the state, which terminates the LLC’s legal status.
4. Can an LLC be reinstated after dissolution?
   Yes, most states allow for reinstatement if you file the necessary documents and pay outstanding fees within a certain period.
5. Does the LLC end if a member leaves or dies?
   Not necessarily. If the operating agreement includes continuation provisions, the LLC can survive the departure or death of a member.

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