Key Takeaways

  • LLC documents include essential filings such as the Articles of Organization, Operating Agreement, and tax identification numbers.
  • Additional documents may be required depending on the state, such as initial reports, annual reports, and licenses or permits.
  • An Operating Agreement is crucial even in states where it is not legally required, as it outlines ownership, management, and dispute resolution.
  • LLC documents should also cover compliance obligations such as registered agent designation, accounting procedures, and dissolution provisions.
  • Beyond formation, LLCs often need practical documents like banking resolutions, membership certificates, and capitalization tables.

LLC Documents: Everything You Need to Know

There are multiple LLC documents involved when establishing your LLC.  Don’t worry, knowledge is power and getting a better or new understanding on these documents will get you going in the right direction. For countless small business owners contemplating how to establish their company, becoming a Limited Liability Company (LLC) is a huge choice, but thanks to the liability protection, you can be in good hands.

Once you’ve created your LLC, you can draft an LLC Operating Agreement to describe your establishment's operating terms and assist in protecting your responsibilities and legal rights.  Also, it is wise to use an LLC Operating Agreement if you're ready to create an LLC and you want to define its business terms.

Nonetheless, the guidelines in every state are not the same; LLCs enjoy the flexibility that their corporate cousins are not. The rules for C-Corps, S-Corps, and particularly Non-Profits are much more specific due to taxation and stock issues that arise.

What is an LLC?

An LLC is a corporate structure in which the members cannot be held personally liable for the debts and obligations of the LLC. Therefore, personal liability cannot pass onto the members for any debts that the LLC incurs.

What Legal Documents do I Need to Form an LLC?

You will need the Articles of Organization and an operating agreement. You will also need a Federal Employment Identification Number (FEIN) as well as a state EIN (in most states) in order to conduct business and open a bank account for your LLC.

Additional LLC Formation and Compliance Documents

While Articles of Organization and an Operating Agreement form the foundation of an LLC, several other LLC documents may be required or recommended:

  • Initial and Annual Reports: Many states require LLCs to file an initial report shortly after formation and annual (or biennial) reports to keep information current with the Secretary of State.
  • Business Licenses and Permits: Depending on your industry and location, you may need local, state, or federal permits before commencing operations.
  • Tax Registrations: In addition to a federal EIN, states may require a state tax ID, sales tax permits, or employer withholding registrations.
  • Foreign Qualification Documents: If your LLC will operate in states beyond its state of formation, you must file for foreign qualification and appoint a registered agent in each state.

Having these documents prepared ensures compliance and avoids administrative penalties that can result from missed filings.

What Should I Name My LLC?

There are rules and regulations in what you can title your LLC. Every state has its own rules to abide by. However, most states follow similar outlines, i.e. you cannot use the terms Bank, University, School, Education, Insurance, etc. Further, you want to ensure that you use a name that isn’t already being used by another LLC. In order to do this, you’ll want to run a search on your Secretary of State’s website to find a name that if free and available for use.  Either way, at the end of your title, you’ll need to have an identifier that specifically indicates that you operate as an LLC. This includes either L.L.C. or LLC.

Do I Need an LLC Business Purpose?

You must have a general business purpose for your LLC. Certain states require that the owner provide detailed information regarding the types of services/products that will be offered.

Who is the LLC Registered Agent?

Virtually all states require that LLCs appoint a registered agent for service of process. Therefore, if any legal proceedings should arise, your registered agent will act on your behalf to send or receive service of process.

Who is the LLC Organizer?

The LLC organizer is the business owner and organizer of the company. Therefore, the actual owner, also referred to as the member, will assist in the organization of the company, even if the member hires managers (directors) to help in the overall operations.

What is the LLC Management Structure Like?

The members themselves can manage LLCs, whether it be 1 or 5 members. However, the members (owners) can also delegate the work to the managers (directors) to assist in the operations of the LLC.  Keep in mind that, the more members you have owning the LLC, the more problematic this can become due to a difference in opinions with regard to running the business. This is why LLCs run by several members often do delegate the work to managers who can assist in running the business smoothly, and help determine the needs of the business and the direction it should go in.

What About the Legal Address of the LLC?

A lot of states require that the names and addresses of the members be used in all formation documents. Further, if the members hire managers, those managers names and addresses must also be disclosed.  

Roles Within the LLC

Your LLC Operating Agreement gives you the chance to consider the roles every one of your members can play in the operation of your company, as well as their everyday duties. For example, an LLC manager is available to do half the work nevertheless only put in 10% of the currency. This can be noted in your operating agreement. Plus, figure out what portion of the business this person will own. These roles are particularly important for directors within the company. So long as you own the LLC, however, all of these individuals will report directly into you.

LLC Membership Certificates and Ownership Records

Although not always legally required, many LLCs issue membership certificates to document ownership. These certificates identify each member’s ownership interest and can help avoid disputes about capital contributions or percentage rights. Maintaining accurate ownership records or a capitalization table is also important, especially when adding new members or raising capital. A cap table tracks who owns what percentage of the LLC, ensuring transparency for both internal members and outside investors.

LLC Accounting

You’ll want to identify who is keeping the books and records for accounting purposes. Will you do it yourself? Assuming you hire an accountant to assist, who will you hire? What type of work will you have him or her do? You’ll want to be specific with what type of work you want your accountant to do for you, as your LLC may incur a lot of bills, expenses, sales receipts, and potential employee payouts.

Banking Resolutions and Financial Authority

An LLC banking resolution is a document adopted by members that authorizes specific individuals—such as members, managers, or officers—to open and manage the company’s bank accounts. Banks often require this resolution before allowing account access. It outlines who can sign checks, approve wire transfers, or apply for credit on behalf of the LLC.

This document, while administrative in nature, reinforces accountability and provides clarity for financial institutions.

Member Withdrawal and Dissolution

Because LLCs don't have stockholders, the results regarding how to handle an LLC member leaving is one you can assign in your LLC Operating Agreement. Numerous LLCs choose to allow its members the choice of acquiring the leaving member's shares of the business in either a lump sum or as periodic payments. 

Recordkeeping and Ongoing Compliance Documents

After formation, LLCs must maintain certain records to stay compliant and well-organized:

  • Meeting Minutes and Resolutions: Although not legally mandated in most states, documenting major decisions helps establish professionalism and resolve disputes later.
  • Amendments to Articles or Operating Agreement: When ownership, management, or the LLC’s purpose changes, you may need to file amendments with the state and update internal agreements.
  • Certificates of Good Standing: Often required by lenders, investors, or when expanding into other states, this certificate verifies the LLC is compliant with state obligations.

Keeping these LLC documents up to date is essential for protecting limited liability status and ensuring smooth business operations.

Can My LLC Have an Unlimited Life Span?

Current variations to the IRS code have endorsed changes in state laws authorizing LLCs to be established with a limitless life. You’ll want to check with the Secretary of State’s website in the state in which you plan to operate to be sure.

What is the Difference Between a Member and a Manager?

A member is an owner of the LLC, similar to a stockholder of a corporation. A manager, however, is chosen by the member to manager the operations of the LLC. This would be similar to a director.

Do I Need an Attorney to Form an LLC?

No you do not need an attorney to form an LLC; however, if you are unsure of how to do it, speaking to an attorney may be a good idea. Further, if you want to draft a complex, yet concrete operating agreement, an attorney can assist you with that.  

How Much Will it Cost to Form and Operate an LLC?

Every state charges an annual fee to maintain an LLC. In several states, additional fees are required, particularly depending on the type of company you operate. Be sure to visit your Secretary of State’s website to understand the exact costs to form and operate your LLC.

What are the Main Differences Between an LLC and an S Corporation?

  • S Corporations cannot have over 100 stakeholders
  • S Corporations cannot issue beyond one class of dividends
  • LLCs are required to pay Medicare taxes and Social Security on proceeds whereas Corporate stockholders are not required to pay such taxes on incomes over and above the stockholder’s income.

Frequently Asked Questions

  1. What are the three most important LLC documents?
    The Articles of Organization, Operating Agreement, and EIN (Employer Identification Number) are the three most essential documents for starting an LLC.
  2. Do all states require an LLC Operating Agreement?
    No, not all states legally require it, but having one is highly recommended to define ownership, management, and dispute resolution.
  3. What is an LLC banking resolution?
    It is a document authorizing designated members or managers to handle the company’s financial accounts and transactions.
  4. Do LLCs issue stock certificates like corporations?
    No. Instead, LLCs may issue membership certificates to represent ownership interests.
  5. What happens if I don’t keep up with LLC compliance documents?
    Failure to file annual reports or maintain proper records may result in fines, loss of good standing, or even dissolution of the LLC.

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