« Getting Mutual Funds in the Philippines North Dakota Annual Honor Dance and Spring Celebration »
Sometimes people believe that just filing LLC papers with the State Filing Office is all that is required to set up an LLC. That’s a big mistake. Setting up an LLC (or corporation) is a process requiring 4 essential steps and each step is essential. If you miss any of the steps, then the limited liability protection provided by the LLC structure may be at risk.
- STEP NO. 1: Check A Name and Make Filing With State Filing Office
- STEP NO. 2: Prepare Organizational Minutes
- STEP NO. 3: Prepare & Adopt An Operating Agreement
- STEP NO. 4: Obtain New Employer ID (EIN) & Set Up a New Bank Account
Step 1: Check A Name and Make Filing With State Filing Office.
Check A Name. Once you have decided to form an LLC, you need to choose a name. Almost any name will work so long as it is not the same or deceptively similar to a name being used by another entity (corporation or LLC) that is filed with the State Filing Office (SFO).
The name must end with the words Limited Liability Company or an abbreviation such as LLC or L.L.C.
File with State Filing Office. The first official step in forming an LLC is to file Articles of Organization (sometimes called a Certificate of Organization) with the State Filing Office (SFO) and pay the required filing fee. Most states require you to use the form they provide which you can get from the SFO.
Many states now allow you to file online. You can also mail the form to the SFO together with the filing fee (or) deliver it in person to their office.
Special Note: Each LLC must name a registered agent and set forth a registered address in the Articles of Organization filed with the SFO. The registered agent is a person or company which can accept delivery or service of legal papers for the LLC. The registered agent also receives notices and official mail from the SFO for and on behalf of your LLC.
It is common practice for a business owner to act as their own registered agent so long as they have an actual street address in the state where the LLC is filed. You can also hire a company to do this for you.
Step 2: Prepare Organizational Minutes.
In a corporation the directors and shareholders traditionally hold meetings and prepare minutes (written record or notes) of the meeting. There is no legal requirement for the LLC members to hold meetings and prepare minutes of the meeting. However, it is still a wise business practice to document important business decisions. This is one factor that helps show or prove that the LLC is being operated as a separate legal entity.
It is especially important to have some form of organizational meeting soon after the initial Articles of Organization are filed with the State Filing Office (SFO). The minutes of a typical Organizational Meeting would usually include such items as the approval and ratification of the Articles of Organization and the Operating Agreement. Other important provisions include a statement concerning who is managing the LLC and each Member’s percentage of ownership in the LLC.
Step 3: Prepare & Adopt An Operating Agreement.
An Operating Agreement should be prepared and adopted by the members or owners of the LLC soon after initial filings are done with the SFO. (Actually, this step could come 2nd – there is no required order) Operating Agreements are not required by the state. However, the Operating Agreement is one of the most important documents for the LLC in maintaining liability protection and preventing disagreements between the members.
The Operating Agreement is essential to the organization of your LLC. It sets forth the rights, duties and obligations of the members of the LLC. to each other and to the LLC as a separate legal entity. It also sets forth whether the LLC will be managed by the members (owners) or by certain other individuals or entities.
The Operating Agremeent is a legal agreement between the parties involved in the LLC. It acts to strengthen your limited liability protection in the sense that it shows you have completed the organization of the LLC and are in compliance with the process. It helps prove that your LLC is being operated as a separate legal entity. This is true even with a one member LLC.
Step 4: Obtain a New Employer ID No. (EIN) from the IRS & Set Up a New Bank Account. Obtain a New Employer ID No. This might be obvious but each separate legal entity, such as an LLC or corporation, requires a new or different federal tax identification number (EIN). This is true because the entity is considered separate and apart under the law from the individual owners. An EIN is obtained from the Internal Revenue Service (IRS). A one person LLC is an exception to this rule LLC. When an LLC is owned and operated by just one person, that person has the option of reporting LLC income on his personal tax return and he/she can just use his/her own social security number.
If a new EIN# is required then you need to file form SS-4 with the IRS. You can get the form from a post office that has tax forms, from an accountant or you can now apply online. Online is probably the easiest and fastest way to get a new EIN#.
Set Up A Separate Bank Account for the LLC. This is essential. Many business owners wonder why they can’t continue with the same bank account they used before forming the LLC. Again, the principle behind liability protection is that the LLC is a legal entity, separate and apart from the individual owners. All separate legal entities should have a separate bank account.
If your business is ever sued, one of the important issues a court looks at in deciding questions about your liability protection is whether the LLC owners have co-mingled their personal and business funds and assets.
Summary of 4 Essential Steps
This information was prepared as an overview of the essential steps required to fullu organize your LLC.
You are entitled to limited liability protection if you organize and operate your LLC properly. This important protection provides a buffer or shield between business debts or obligations and your personal assets. The principle is that the LLC is a legal entity separate and apart from its owners. You need to be able to prove or demonstrate that you have operated the LLC as a separate legal entity if a lawsuit is filed ever filed against you.
Related posts:
Post a Comment