LLC 2: Everything You Need to Know
One or more than one person can be the organizer when it comes to forming a limited liability company. 3 min read
2. What is an LLC?
3. How Many Owners/Members Can an LLC Have?
4. What Are the Articles of Organization?
5. Changing the Name of the LLC
6. Preparing the Certificate of Amendment
What is an Organizer?
One or more than one person can be the organizer when it comes to forming a limited liability company. This is done by getting the articles of organization ready to file. An organizer can be a member of the limited liability company, but does not need to be.
What is an LLC?
There needs to be at least one member when a limited liability company is formed. It's necessary for articles of organization to be filed with the department of state for a limited liability company to form. This company will be a different legal entity, which will continue as a separate entity until the articles of organization are canceled.
Owners are allowed to have freedom when it comes to making decisions about the company and partnerships with a limited liability company. A contact must be provided for the member of the LLC. The member will also need to be in charge of making any decisions related to the LLC and for filing the business's taxes.
How Many Owners/Members Can an LLC Have?
Some states require two owners instead of a single one. The best way to do this is to have a family member or spouse become the second member. The other person will have no liability if they don't profit from the business and remain silent. They also won't need to file business income taxes.
If there is no one else you would like to be a named member, you should consider filing a corporation. A corporation typically needs only one owner in the majority of states. The corporate paperwork can be filed in another state, even if your state doesn't have the same requirements.
What Are the Articles of Organization?
If there is no fraud, the articles of organization will be enough evidence that the limited liability company formed either on the effective date or at the time it was filed. The exception to this is if the attorney general brings a special proceeding or action. The name of the limited liability company should be in the articles of organization.
Also included should be the county that the principal office is in and if the limited liability company will have multiple offices in the state. The articles of organization will need to include if there is a certain date of dissolution and when the limited liability company will dissolve. The secretary of state will also need to be designated in the articles of organization.
- a statement that says if there are any restrictions on the authority of managers, members, or a class to bind the LLC
- what the business purpose is for the LLC forming
- if there are provisions that are permitted or required to be in the operating agreement
For the state of California, the primary document that forms the LLC is called the articles of organization. It's necessary for LLC owners in each state to file articles of organization when they form an LLC.
Changing the Name of the LLC
The state must be notified when the name of the LLC is changed within 30 days of the date of change. This can be done by filing an amendment. The form can be found online when an amendment to LLC needs to be filed.
The form for the Certificate of Amendment can be found online on the website of the Secretary of State. Visit their website to see and fill in the forms, as well as print them off. After more than 90 days, the Certificate of Amendment will not be effective anymore.
Preparing the Certificate of Amendment
When filling out the Certificate of Amendment form, it's important to use black or blue ink. It should also be legible so the receiver can clearly read it. In section one, put the name of the secretary of state file number of the LLC. Each state gives every LLC a file number when the company registers the articles of organization.
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