LLC Registration

LLC registration is important to understand, as you will want to properly register your LLC before conducting business. Forming an LLC, also referred to as a limited liability company, is rather easy and straightforward.

Choose Your Business Name

The first step in creating your LLC is to choose a name for your company. Depending on the state, there are specific requirements that must be met when choosing a business name. Most importantly, all states require that you use a unique name, meaning one that is currently available for use. In order to find out if the name you want is available, you will visit the state’s Secretary of State website to run a business entity search.

Some commonalities with all states include the following:

• The LLC must have a designator at the end, i.e. LLC, L.L.C., Limited Liability Co., or Limited Liability Company

• Certain terms are restricted, i.e. Bank, Insurance, City, etc.

• You cannot use terms like Doctor or Attorney unless you are actually licensed in these areas

• You cannot use terms like Inc., Corp, Trust, or the like. This gives the impression that you operate a corporation or trust.

Once you’ve chosen your business name, most states allow you to reserve that name for a period of time, usually up to 120 days, for a nominal fee.

File the Articles of Organization

You must file this document with the state’s Secretary of State office. This document is also referred to as a certificate of formation or certificate of organization. The fee to file this document is approximately $100 in all states. Keep in mind, however, that some states charge an additional annual fee for operating your LLC. For example, the state of California charges $800 annually in taxes on top of the filing fee.

The Articles of Organization is a short document that provides information about the business itself. Included in this document are the member names/addresses, the business name/address, the registered agent name/address, and whether the company will be member-managed or manager-managed.

The registered agent is the third party who will receive legal documents on the LLC’s behalf. Most states allow a member to be the registered agent.

Once you have completed the Articles of Organization, you can file it online or by mail. Processing only takes a couple of days if filing online, and approximately 5 business days if mailing it.

Draft an Operating Agreement

While most states don’t require you to file this agreement, it is important to have one on file to prevent potential problems involving your LLC. For example, if you have a multi-member LLC, and certain members cannot agree on certain business decisions, the Operating Agreement will set forth the decision making process. The agreement itself is also a legally binding agreement that most states look to in the event that a lawsuit ensues, involving members of the LLC.

This agreement specifically identifies each member’s rights and responsibilities, along with how the LLC will be managed, when meetings will take place, member voting power, and other rules regarding the daily operations of the business.

Publishing a Notice

This is only required in some states.  Certain states require that you publicly identify your company. This can be done in a local newspaper. You must publish the notice several times in a period of several weeks, and subsequently submit an affidavit of publication to the Secretary of State filing office.

This allows potential businesses and people to come forward should they have a problem with your business, i.e. an individual claiming that he or she was an initial member to the company, someone claiming to be using the business name, etc.

Obtain Licenses, Permits, and EIN

There are a few additional steps after you file the above-mentioned documents, and this includes obtaining an Employer Identification Number, along with obtaining additional pertinent licensing and permits that are applicable to your industry. This could include a sellers’ permit, zoning permit, etc.

If you need help registering your LLC, you can post your legal need on UpCounsel’s marketplace. UpCounsel accepts only the top 5-percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law, and average 14 years of legal experience, including work with, or on behalf of companies like Google, Menlo Ventures, and Airbnb.