Creating a Limited Liability Company (LLC) the right way is a key step in getting your business off the ground. An LLC brings essential liability protection and other benefits to your business. In this guide, we'll simplify the process for you with just seven easy-to-follow steps on how to start your own LLC.
An LLC, short for Limited Liability Company, is a legal structure chosen by American business owners to run their operations. Opting for an LLC safeguards personal assets in situations like legal issues or bankruptcy. Additionally, it offers versatility in terms of taxation; businesses can choose to be taxed as a sole proprietorship or a corporation, depending on their unique setup. It's advisable to seek advice from a tax professional to figure out the most suitable taxation approach for your LLC.
Follow these seven steps to establish your LLC today. Keep in mind that laws and procedures vary among states, so consult our state-specific LLC formation guides for information tailored to your location.
When selecting a name for your business, focus not only on marketing appeal but also on adhering to state laws. State regulations typically prohibit the use of a business name already in use by another company in your state. Certain words, like those suggesting specific industries such as insurance or banking, may also be restricted. It's usually necessary to include "LLC" or "limited liability company" in your business name. Check your state's LLC naming requirements and verify name availability by conducting a name search on the website of the relevant state agency, often the Secretary of State.
All states mandate that LLCs appoint a registered agent, a person responsible for receiving official or legal documents, like subpoenas, on behalf of the LLC. The registered agent then forwards these documents to the LLC.
The role of a registered agent can be fulfilled by anyone aged 18 or older, including yourself or an employee. It's crucial that the agent is available at an address within your state during regular business hours. Alternatively, you can opt for a professional registered agent service, usually at an annual cost, often exceeding a hundred dollars.
While you have the legal right to act as your registered agent in any state, it's not automatically the best choice for everyone. If you opt to be your LLC's registered agent, keep in mind that your name and address will become publicly available.
Being your LLC's registered agent means you're responsible for receiving and managing important legal documents and notices. If you lack familiarity with local laws and anticipate challenges in handling such paperwork, serving as your own agent may not be the ideal choice, even if it seems cost-effective.
Before making a decision, carefully weigh your options and consider seeking advice from a lawyer or professional agency regarding the role of a registered agent for your LLC.
To officially form your LLC, you'll need to submit a document to the state agency responsible for business filings in your state. This document, often referred to as the articles of organization (or by a different name like certificate of formation in some states), is crucial for establishing your LLC as a legal entity. Every state provides a specific form for this purpose. Locate your state's form on the same website where you conducted business name research.
Every state has its specific guidelines and steps for individuals looking to establish an LLC. Key details you'll be asked to furnish include:
After filling in this information, one or more business owners or organizers will need to sign the form. It's important to note that in some states like Nebraska and New York, you may be required to publish a notice in a newspaper, indicating your intent to register the LLC, before filing the articles of organization. This step must be completed prior to submitting the articles of organization.
Before sending your articles of organization to the state, review them thoroughly. Additionally, be prepared to pay a filing fee, the amount of which varies by state. Upon approval of your formation documents, the state will issue a certificate, confirming the formal registration of your LLC. This certificate is crucial for tasks like opening a business bank account and obtaining a tax ID number.
An operating agreement outlines the financial, legal, and managerial rights of all LLC members. It covers crucial aspects like profit distribution, member exits, and capital contributions. Essentially, this document should encompass all relevant details related to your LLC's operations.
While some states may not mandate an operating agreement, it is highly recommended to create one. This is especially important for LLCs with more than one member, ensuring consensus on rights and responsibilities. Even for sole business owners, documenting these details in writing is advantageous.
Crafting your operating agreement is an option, particularly for single-member LLCs, and numerous free templates are available online to help you get started. For more intricate situations involving multiple owners, seeking the expertise of an experienced attorney may be a worthwhile investment.
Establishing your LLC is just the beginning. After formation, it's crucial to keep your business in good standing with the state. Visit your state's business filing website for the latest instructions on how to achieve this. This might involve filing an annual report to update your LLC's information and paying an annual filing fee. Stay informed and take the necessary steps to ensure your LLC remains active.
In addition to the steps outlined in creating an LLC, there are essential details and tasks that significantly contribute to the success of your new entity or may serve as additional prerequisites for smooth business operations.
Alongside the documents for establishing your LLC, you will likely need to complete forms and pay fees related to business licenses and permits. This information is typically available from the same office or official website that provides business forms and fee schedules. Ensure compliance with the types of licenses and fees necessary for legal operation within your state, and be mindful of renewal deadlines to maintain your LLC's legal status.
Acquiring an EIN is a crucial step in starting an LLC. This identification number helps separate your business entity and assets from your personal finances. Many banks also require an EIN when opening a business account for your LLC. In certain cases, having an EIN is mandatory, so it's advisable to obtain one promptly after setting up your new company.
Taking specific actions, such as obtaining an EIN and establishing a business bank account, is essential to separate your personal assets from those tied to your business. Addressing this separation is vital for legal and financial reasons. When it comes to paying yourself, consider making withdrawals labeled as "owner's draw" from the business account associated with your LLC to avoid complications associated with using company funds for personal expenses.
You have the option to register your business in multiple states, and the state where you establish your domestic or in-state entity can differ from where you reside. If you plan to operate in a state other than your initial location, you can set up a foreign or out-of-state entity by having a registered agent within that state. The process involves submitting the necessary forms and documents, such as Form 304 or an Application for Registration of a Foreign Limited Liability Company, to the Secretary of State in the new state. This often requires providing a certificate of good standing and additional documentation to facilitate business registration in other states.
LLCs are a popular choice among entrepreneurs and groups embarking on new business ventures. Some common motivations for opting to establish LLCs include:
LLCs are often more affordable to set up and operate than corporations. In several states, the fees can be less than $100, making LLCs an attractive option for those looking to start a business without significant upfront costs.
One distinctive feature of LLCs is their flexibility in tax treatment. They can be treated as pass-through entities, allowing business income to be claimed on personal taxes while maintaining a separation between business and personal finances. This can help avoid the potential for double taxation. However, it's important to note that LLCs may be taxed as a sole proprietorship, partnership, C-corporation, or S-corporation based on the owners' preferences.
The name "limited liability company" reflects a key advantage—providing members and owners with liability protection. By appropriately designating the business's assets, members' personal assets can be safeguarded in the event of legal action against the company.
Starting an LLC is a manageable process, and various services are available to assist with paperwork and handle ongoing responsibilities, such as annual reports, making it a convenient choice for business owners.
When contemplating how to initiate an LLC, it's crucial to be aware of various LLC structures available. Understanding these structures is essential for choosing a business model that aligns closely with your company's nature and intended operations. Here are different types of LLCs to consider:
Owned and operated by a single individual, offering tax benefits and liability protection similar to a sole proprietorship.
Standard LLCs with more than one member, categorized as manager-managed or member-managed.
Known as "low-profit liability companies," these entities bridge the gap between nonprofit and for-profit LLCs, prioritizing business causes over earnings.
Tiered business structures where the topmost LLC owns a series of lower-tiered LLCs, each operating independently with segregated assets.
Reserved for licensed professionals, this specialized LLC is available to certain professionals.
These LLCs are exempt from taxation during the first 10 years of formation and cannot make member distributions. The restriction must be stated in the articles of organization.
While not a legal designation, an LLC becomes "anonymous" when the state does not publicly disclose its owner. This option is limited to certain states like Delaware, Nevada, New Mexico, and Wyoming. Most states do not allow LLCs to be created anonymously, and the option is primarily available in specific jurisdictions.
The expenses associated with establishing an LLC vary depending on the state of formation. The cost of filing LLC paperwork can range from as low as $40 to as high as $500. This figure excludes additional expenses like reserving a business name or expediting the filing process. Additionally, there may be requirements to purchase business licenses or permits for your LLC. It's crucial to recognize that when calculating the overall cost of an LLC, one must consider factors beyond the initial paperwork. This includes ongoing expenses like registered agent fees and annual reports that contribute to the overall cost of maintaining the LLC.
Entrepreneurs and individuals aiming to establish a business often opt for a limited liability company (LLC) due to its cost-effectiveness and straightforward setup process. However, it's worth exploring various business types as each has its own merits and drawbacks. While forming an LLC is a popular choice, other business structures may also be worth considering based on your specific needs and preferences.
A sole proprietorship represents the simplest form of business operation where an individual conducts business without establishing a formal organization. Whether using their own name or a pseudonym, individuals acting as sole proprietors may need to file "doing business as" or DBA paperwork with the state, county, and sometimes municipal government if using a pseudonym.
In a sole proprietorship, the owner reports business income and earnings on their personal tax returns, and they are subject to a self-employment tax, currently at 15.3% as of 2023. Unlike LLCs, sole proprietors assume all risks and do not have liability protection. Additionally, they lack the flexibility to choose between operating as a pass-through business entity or as a corporation. While a sole proprietorship can be a simple starting point for an individual, they may later consider transitioning to a single-member LLC for added benefits.
A partnership is a business arrangement formed when two or more individuals come together to establish a for-profit company. There are three main types of partnerships: general partnership, limited partnership, and limited liability partnership.
In a general partnership, each member has complete control and shares unlimited liability. In contrast, a limited partnership designates one member with full control of daily operations, while others have limited control and liability. With a limited liability partnership (LLP), all partners enjoy limited liability. Similar to a sole proprietorship, partners in a partnership may operate under a "doing business as" (DBA) name by completing necessary paperwork, although certain states may require registration.
A partnership itself does not incur income tax, as it operates as a "pass-through" entity. During tax time, each partner reports their share of profits and losses on their individual tax returns.
In the United States, individuals can establish and operate various types of corporations, such as C, S, B, and closed corporations, depending on the options available in their state. Unlike the flexibility provided by LLCs, corporation structures are generally more rigid.
A C-corporation, commonly known as a C-corp, represents the most common form of this business model. It is recognized as a separate entity for tax purposes, and like an LLC, it offers limited liability protection.
Shareholders are the owners of a corporation, and their level of ownership corresponds to the percentage of company shares each individual holds.
S-corporations, or S-corps, differ from C-corporations primarily in their tax treatment. Unlike standard corporations, S-corps are considered "pass-through" entities and are exempt from federal income taxes. Instead of the corporation being taxed, individual S-corp shareholders are taxed separately. This structure allows shareholders to offset profits with losses from other sources.
In recent years, an increasing number of businesses have opted to operate as B-corporations. B-corps receive certification from a qualifying third party or state-level recognition for their commitment to creating social good, often in areas such as employment, community, or the environment.
Distinguished by their mission and purpose, B-corps prioritize ethical and transparent business practices. In some states, B-corps are required to submit annual benefits reports showcasing their contributions to the public good to maintain their status.
Closed corporations deviate from the traditional corporate structure. Instead of publicly traded shares, a private group of shareholders manages the company, eliminating the need for a board of directors.
A nonprofit organization operates independently of income generation, with no distribution of earnings to members, officers, or directors. Nonprofits can take various forms, such as nonprofit corporations or partnerships, and commonly include entities like churches, public schools, political organizations, volunteer services, and labor unions.
Maintaining tax-exempt status is a notable benefit for nonprofits, but specific requirements must be adhered to. For example, the IRS stipulates that engaging in income-earning activities or certain political lobbying behaviors can jeopardize a nonprofit's tax-exempt status.
A cooperative, or co-op, is a business owned and controlled by its members, who use its services to fulfill their needs. Found in various industries such as insurance, credit, healthcare, and agriculture, cooperatives are not tax-exempt entities. They are subject to different forms of taxation, including real property, sales, employment, and personal property taxes, along with taxes related to specific services like unemployment compensation and workers' compensation. As of 2022, over 30,000 cooperatives operate in the United States, contributing over $650 billion annually.
The tax treatment of an LLC varies based on the state and the tax status elected by the owner. If the LLC is treated as a pass-through entity, it is claimed on the owner's personal taxes. However, if the owner opts for taxation as a partnership or corporation, additional taxes may apply. Franchise taxes, affecting LLC owners, exist in fifteen states.
It is crucial to identify and understand your tax obligations when forming an LLC to ensure compliance and maintain your business in good standing.
The most suitable business structure for your small business depends on its specific needs. If you're a freelancer or solopreneur, a simple sole proprietorship might suffice. However, opting for an LLC comes with several advantages, providing individual protection from legal and financial issues that your business may encounter. Additionally, LLCs enjoy more flexibility in terms of taxation options. It's crucial to conduct thorough research and seek legal and tax advice before deciding on any business formation.
The registration cost for an LLC varies across states, and there is a registration fee applicable in every state. Although some companies promote "free" LLC formation, this typically means they will assist in completing the paperwork at no charge. However, it's important to note that you will still need to cover the filing fee imposed by the state.
If you submit your LLC filing online, it could potentially be processed and formed within two to four business days. On the other hand, if you opt for filing by mail, the processing time is typically longer, ranging from two to several weeks.
Every LLC must have a registered agent, and you have the option to serve as your own agent or designate an LLC member for this role. Alternatively, you can choose to hire an individual or a company to act as your registered agent.
Multi-member LLCs often establish joint bank accounts that grant equal access to all members.
In the case of LLCs treated as pass-through entities, both business documents and personal tax forms are filed together. However, if the LLC is treated as a corporation, additional paperwork is necessary. For example, LLCs taxed as corporations may need to submit Form 8832 as required by the IRS.
An LLC operating agreement is a document outlining business and financial decisions, as well as defining key member roles. In certain states, having an operating agreement may be a prerequisite for the approval of an LLC's formation.
An LLC has the capability to possess ownership of another LLC, and there are various methods to facilitate this. During the paperwork filing process, an existing LLC can be designated as the owner of the new LLC. Alternatively, an individual LLC member might opt to sell the entity to another party. Another approach is through a series LLC, which is a structured business format where the uppermost LLC holds ownership over multiple lower-tiered businesses.
An LLC has the potential to operate as a nonprofit, granted it fulfills the state's stipulated requirements. In certain locations, there is also the option to register an L3C, commonly known as a "low-profit" LLC.
Members own an LLC, whereas corporations are owned by shareholders. Corporations frequently face extra tax obligations, whereas LLCs can be included in an individual's personal tax documentation.
Setting up the initial entity as a holding company within an LLC allows the potential for multiple businesses to operate under the umbrella of the first LLC in the future.
Certainly, it is possible for a trust to possess ownership of an LLC. To accomplish this, the trust can be designated as a member in the articles of organization.
Typically, most LLCs don't need a DBA (doing business as). However, an exception arises for foreign LLCs unable to use their original name in a state where it's already registered by another company. In such instances, a DBA is necessary for the company to operate.
An LLC is not obligated to have a physical address, except for its registered agent. The registered agent is responsible for receiving crucial documents like tax papers or legal notices on behalf of the business.