Key Takeaways

  • Every state has unique LLC requirements, including filing fees, naming rules, and publication or annual reporting obligations.
  • All states require Articles of Organization (or similar) and a registered agent with a physical in-state address.
  • Some states, such as New York and Arizona, have special publication requirements.
  • Ongoing compliance varies—certain states require annual or biennial reports, franchise taxes, or both.
  • The LLC operating agreement is not always mandatory but is strongly recommended to define ownership and management structures.

LLC requirements by states provides a variety of requirements for forming your LLC in each particular state in the U.S. An LLC, also referred to as limited liability company, is a business structure that operates similar to both a corporation and partnership, particularly for the limited liability protection provided by corporations and the management style that is identified in most partnerships.

Difference Between Required and Needed Documentation

Required documentation means that the LLC must include the documentation per state laws, and if its fails to do so, the state will likely not approve of your LLC formation and registration.

The needed documentation is not required by state law, but can help prevent potential legal disputes or complications involving your LLC.

Another important item to keep in mind is that most LLCs are not required to file an annual or biennial (once every two years) report with the state. However, some states do in fact require this.

Common State Filing Requirements for LLCs

While all states recognize the same core LLC structure, each state has its own set of administrative and compliance requirements. Understanding these state-level variations ensures that your LLC is legally formed and remains in good standing. Common filing requirements include:

  • Name Requirements:
    Every state requires your LLC name to be unique and include “Limited Liability Company” or abbreviations such as LLC or L.L.C. Some states also restrict certain words like “bank,” “insurance,” or “trust.”
  • Registered Agent Requirement:
    All states mandate that every LLC designate a registered agent—an individual or business entity authorized to receive official documents and legal notices. The registered agent must maintain a physical address within the state of formation.
  • Filing Fees:
    Formation fees range widely by state, from as low as $40 in Kentucky to over $500 in Massachusetts or Tennessee, depending on processing and reporting costs. Some states also charge annual franchise or renewal fees.
  • Annual or Biennial Reports:
    States such as California, Florida, and New York require periodic reports that update member or manager information and ensure ongoing compliance. Missing these filings can lead to fines or dissolution.
  • Publication Requirements:
    A few states—most notably New York, Arizona, and Nebraska—require new LLCs to publish notice of formation in local newspapers for a specified period before final approval.

These steps ensure your LLC remains compliant with your state’s business laws and continues to operate legally.

Articles of Organization

Every state requires than an LLC file a Certificate of Organization, which is also referred to as an Articles of Organization. Some states have variations of this name, but the same information is included in this document.

This document is the main document that proves the existence and registration of your LLC.

Thereafter, if the state approves of your LLC, then you will receive a certificate by the State’s Secretary of State’s office.

When thinking of what needs to be included in the Articles of Organization, you will need to include the following information:

  • Business name
  • Principal place of business
  • The purpose of your LLC
  • The term (duration) of your LLC
  • The name and address of your registered agent (all state’s have this requirement)
  • How your LLC will be managed (single manager, multi-managers, member-managed, or manager-managed)
  • Member names/addresses (not all states requires this)
  • The amount each member contributed to the LLC (not all states require this)

Once you’ve completed drafting this document, you should keep a copy on file with your registered agent.

Most states don’t require LLCs to draft an operating agreement. However, most states do provide that, if an LLC drafts such an agreement, it will be legally binding. Therefore, if any potential legal disputes arise amongst members and non-members, then this agreement will be used in court to determine the procedural guidelines for such decision-making processes.

Remember that the operating agreement can help prevent future legal disputes, which is one of the reasons as to why it is very beneficial to have.

Furthermore, since the information provided in the Articles of Organization can be very minimal, most issues governing your LLC are left unwritten, which is another reason why the operating agreement should be drafted.

State-Specific Variations in Articles of Organization

Each state’s Articles of Organization (sometimes called Certificate of Formation or Certificate of Organization) includes similar information but may differ slightly in format or additional disclosures.

  • State-Specific Terms:
    • Delaware uses “Certificate of Formation.”
    • California and Texas refer to it as “Articles of Organization.”
    • New York requires a separate filing with the Department of State and a publication affidavit.
  • Information Commonly Required:
    • Business name and principal office address.
    • Registered agent’s name and address.
    • LLC management type (member-managed or manager-managed).
    • Duration of the LLC (perpetual or for a specified term).
    • Purpose statement (some states require a specific business purpose).
  • Optional Additions:
    Certain states, such as Colorado and Washington, allow additional provisions like indemnification clauses or management restrictions to be included directly in the Articles.

After submission, approval times vary—some states offer same-day or 24-hour online processing, while others may take several weeks for paper filings.

What Should Be Included in the Operating Agreement

The operating agreement will specify all governing aspects of your LLC. Therefore, while some high-level information is in fact included in your Articles of Organization, you should again reiterate these items in your operating agreement.

Other information that should be included in this agreement include:

  • Voting rights among members
  • Issuing and transferring interest among members
  • How a new member will join, and if the members will allow a new member to join the LLC
  • Profit/loss allocation to each member
  • How the LLC will be dissolved
  • What happens if a member dies, goes bankrupt, becomes incapacitated, or gets a divorce
  • Financial provisions, including the specific accounting method that will be used and how the LLC will be taxed, i.e. corporation, sole proprietorship, or partnership (depending on how many members)
  • The roles and responsibilities of each member

Most operating agreements also include indemnification clauses that protect all members of the LLC. Further, a severability clause should be included which allows the LLC to survive if any one of the other provisions identified in the agreement are deemed invalid.

Keep in mind that the information identified in the operating agreement must be consistent with what is mentioned in the Articles of Organization, i.e. member contributions, distributive shares, etc. If there are any such inconsistencies, the information identified in the Articles of Organization will prevail.

Ongoing State Compliance and Fees

Once your LLC is formed, maintaining compliance with state laws is just as important as the initial filing. Each state’s maintenance requirements differ in cost and complexity.

  • Annual or Biennial Filings:
    • California: Annual Statement of Information, $20 fee.
    • Florida: Annual Report, $138.75 fee.
    • Delaware: Annual franchise tax ($300 minimum) and registered agent renewal.
    • Texas: Public Information Report and franchise tax filing.
  • Franchise and Business Taxes:
    States such as Nevada, Delaware, and Tennessee impose franchise or excise taxes based on business income or capital.
  • State-Specific Additions:
    • Alaska requires biennial reports.
    • New Mexico and South Carolina have no annual report obligations.
    • Illinois and Maryland require additional business license renewals depending on the LLC’s industry.

Failing to meet these requirements can result in late penalties or administrative dissolution.

State Requirements for Operating Agreements

Although most states do not legally require LLCs to have an Operating Agreement, it remains one of the most critical internal documents for defining ownership and operations.

  • States That Require an Operating Agreement:
    Only a few states, such as California, New York, and Missouri, explicitly require LLCs to adopt an operating agreement (written or oral). However, even in these states, it’s typically kept as an internal record rather than filed with the state.
  • Purpose and Legal Standing:
    An operating agreement outlines member roles, profit distribution, voting rights, and dispute resolution procedures. In disputes, courts often rely on this agreement to interpret how the LLC should be governed.
  • Single-Member LLCs:
    Even if you are the sole owner, having an operating agreement strengthens the LLC’s liability protection by proving the business is separate from your personal finances.
  • State Recognition:
    In states that do not mandate this document, courts still uphold valid agreements as binding contracts among members, reinforcing your LLC’s credibility and protecting against default state rules that may not suit your business.

Frequently Asked Questions

1. What are the basic LLC requirements in every state?

 Every state requires filing Articles of Organization, appointing a registered agent, and paying a state filing fee. Some also require periodic reports or taxes to keep the LLC active.

2. Which states have the lowest LLC filing fees?

 States like Kentucky ($40) and Arkansas ($45) have among the lowest filing fees, while states like Massachusetts and Tennessee are at the higher end, exceeding $500.

3. Do all states require an operating agreement? 

No, but states such as California, Missouri, and New York require one. Even where it’s optional, it’s highly recommended for internal clarity and legal protection.

4. What states require LLC publication?

 New York, Arizona, and Nebraska require newly formed LLCs to publish a notice of formation in approved newspapers.

5. How often do LLCs need to file reports? 

Most states require annual reports, while others such as Alaska and Iowa require biennial filings. The deadlines and fees differ depending on the state.

If you need help identifying the LLC requirements for your state, or if you need help forming 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.