The Limited Liability Company, or LLC, has in recent years become the most popular legal structure for small businesses wishing to incorporate. The exact requirements vary slightly from state to state, but setting up an LLC is a relatively simple process that can usually be done in an hour or less, depending on the complexity of your organizational structure.
Time Required: 1-4 hours, depending on complexity of company
Obtain a copy of your state's LLC Articles of Organization form from your state's Secretary of State office. When you contact them, also find out if the state in which you are incorporating requires you to post a notice in the newspaper. Also find out any specific rules regarding business names.
Choose a name for your business that complies with your state's rules for LLC business names. The main part of the business name is generally very flexible, but each state has a list of prohibited words, such as "Corporation", "Incorporated", "Insurance", "City", and others. Your legal name must end with an LLC designator, such as "Limited Liability Company", "LLC", etc. Also, the name can not be the same as another LLC on file in the state in which you are filing.
Fill out the LLC Articles of Organization form. This is usually a relatively simple process, as the only things you need to notify the state about regarding your LLC are items such as name, its business purpose, principal office address, the "registered agent" for receiving any legal documents, and the names of the initial members. You do NOT have to specify at this point the ownership distribution or management structure, just the names of the LLC's members.
Publish a notice in your local newspaper of your intention to form an LLC (if required by your state - don't waste the money otherwise). This should be done prior to filing your Articles of Organization. Currently this is only required in Arizona and New York. Check with your state's Secretary of State to be certain.
Submit your Articles of Organization form to your Secretary of State along with the appropriate filing fee. Fees range from $40 to $900, depending on the state. Be careful: some states may have a corporate tax which is separate from the filing fee but must be paid at the time of filng. For example, California has only a $70 filing fee, but an $800 annual tax.
That's it, you're done! At least legally, that is. Now wasn't that easy? While you're done in terms of legal requirements, there's still a very important piece missing: the LLC Operating Agreement. However, the Operating Agreement is not required by the state, and can be created after the legal filings are done. If you are the sole owner of the LLC, you probably don't need one at this point. However, if there is so much as one other owner, it's best to make a written agreement of the terms.
Create an LLC Operating Agreement that spells out the financial and management rights and responsibilities of the LLC members, such as: who contributes what if the LLC needs additional capital, when and how profits from the business will be distributed, under what terms members can leave the LLC, etc. Even (or perhaps especially) among friends and family, leaving these questions unanswered can create strains on both the business and personal relationships down the road. Put it in writing!
- Although not legally required, you should probably work out the details of the Operating Agreement well in advance of filing the LLC Articles of Organization. You may find that someone doesn't want to be a part of it once they know the whole deal, or perhaps that you need to bring someone else in. Work it out in advance.
- You can hire an attorney for this, but really, unless your organization is fairly complex, you can do this yourself.
- Unless you have a compelling reason otherwise, it's generally best for small businesses to incorporate in the state in which it will principally be doing business. There are some tax and organizational advantages to registering in certain states, however. Delaware, Nevada, and recently Wyoming are the most popular for out-of-state corporate registration. Consult with an attorney or research it on the web further if you are in doubt.