Starting an LLC?

Anyone can use an incorporation service to start their business. However, those services may not help you understand the documentation that goes into having a business. You can also find information for Corporations here.

Necessary LLC documents:

• Articles of Organization
• Statement of Information
• Statement and Designation by Foreign Corporation
• Operation Agreement

Articles of Organization

The Articles of Organization is a document that is filed with the state to incorporate the business. This document will include the following information:

• Entity Name – The name of the entity. Each state has their own laws on how you can name you business. For example, some states require you include “LLC” or some variation at the end.
• Business Address – The address of your business. Some states do not allow PO boxes to be listed as the business address.
• Initial Mailing Address – The mailing address of your business. Generally, the initial mailing address will be the same as the business address itself.
• Agent for Service of Process – The agent that will receive any service of process on behalf of your business. There are services that may be used or the incorporator can list another individual to receive service of process. Service of process will have an address that will be used to service process or other certain legal notices for the business.
• Management Structure – There are many ways to set up an LLC. This can include following the corporation structure of having officers and directors or the LLC can be owned by members and managers.
• Purpose Statement – The purpose statement will list the purpose of the business. Some states will already have the purpose included that encompasses all legal activities.

Statement of Information

The statement of information (“SOI”) is a document filed with the state providing information about the LLC. Each state has their own requirement for when the SOI must be initially filed with the state and how often a new one must be submitted.

Each state has their own requirement for when a new SOI needs to be submitted. Updates to the business may need to be included in the SOI. The SOI document contains the following information:

• The LLC Name – The name of the LLC.
• File Number – The file number of the LLC. Some states have the file number pre-filled in.
• State of Incorporation – The state the LLC was incorporated.
• Business Address – The same as the above.
• Members or Managers – A list of the members or managers.
• Service of Process – The same as the above.
• Type of business – The type of business.
• Officers – Some states may require information about the officer of the LLC, if there is one elected.

Statement and Designation by Foreign Corporation

The statement and designation by foreign corporation is a document to be filed with a state that an entity is conducting business in and the entity is not incorporated in such state. The name for this document may vary from state to state.

The information required for this document is very similar to the SOI above.

Operating Agreement

The operating agreement is similar to the bylaws of a corporation. The operating agreement will include information on how the LLC makes decisions, is managed, and allocate profits.

There are many ways to structure an operating agreement as each business is very different. Especially if there is more than one owner for the LLC, there may be disputes that will end up costing more money to resolve if the operating agreement does not the necessary information to avoid such disputes.

It is important to consult a lawyer when trying to draft these documents.