A Limited Liability Company (LLC) is one business formation strategy that has a huge benefit on startup businesses especially those looking towards expanding in the future. An LLC is seen as a business structure whereby the owners are not personally liable for the company’s debts or liabilities.
While forming an LLC when starting a business comes with a lot of merits, a lot of entrepreneurs find it to be much of a hassle. With a clear understanding of LLC requirements and the help of maybe a corporate lawyer or business analyst, you can protect your assets while maintaining full control over your business.
An LLC can be a single-owner business, a partnership, or a multi-member structure. In addition, the members can be individuals, corporations, other LLC’s, or foreign entities. There is no limitation to the number of members in an LLC, very much unlike the sole proprietorship.
If you want to form your business as an LLC in the United States, there are certain requirements you have to keep in mind. Having these things at hand would help make the journey go smoother for you. Without much ado, these are the requirements you will need to form an LLC in USA.
Table of Content
Select the State You Want to Register an LLC
1. Alabama | 2. Alaska | 3. Arizona
7. Connecticut | 8. Delaware
17. Kansas | 18. Kentucky | 19. Louisiana
20. Maine | 21. Maryland | 22. Massachusetts
23. Michigan | 24. Minnesota | 25. Mississippi
40. Rhode Island | 41. South Carolina
42. South Dakota | 43. Tennessee | 44. Texas
48. Washington | 49. West Virginia
What are the Requirements Needed to Form an LLC in USA?
Business name is essentially the name people know your business by. Different from your dba – which is the legal name you register for your business, this is the name you will use to advertise and sell your products and services. Your LLC must have a name that is unique and is not the same or confusingly similar to another business.
In addition, the name must contain the term ‘LLC’ or ‘Limited Liability Company’. The use of ‘Inc.’ or ‘Incorporated’ in the name of an LLC is generally prohibited. Finally, there are generally prohibitions on the use of financial names, such as ‘Bank’, ‘Insurance’, or ‘Trust’. Each state has a unique set of name requirements that you need to follow when filing for an LLC. So you need to do your research to know what is allowed in your state of residence.
2. Registered Agent
A registered agent is typically the person who will receive official papers and legal documents on behalf of your business. The documents in question include renewal notices from the state and any documents related to lawsuits. It is required by law that a registered agent must be located in the state where your LLC is registered and he or she must have a physical street address.
Some states require a registered agent to be a point of contact for all official paperwork. In many cases, this registered agent must be a physical resident of the state you are forming your LLC in. The agent does not need to be an owner or employee of the LLC. Know that anybody can provide registered agent services for your LLC provided that the person meets up with the terms.
An operating agreement is a key document used by LLCs because it outlines the business’ financial and functional decisions including rules, regulations and provisions. The purpose of the document is to govern the internal operations of a business in a way that suits the specific needs of the business owners.
The Operating Agreement is not required by most states, but it’s highly suggested, particularly for multi-member LLCs. While the Articles of Operation outlines your business’ basic information, the Operating Agreement defines your business’ key financial and functional decisions.
In fact, it’s best to have the Agreement worked out before you file any forms with the state. That way, you won’t have an upset partner pulling out at the last moment, or be unable to add a new member that you wanted to include. The Operating Agreement spells out a number of very important details, including management structure, investment of additional capital, division of profits, and what happens to the LLC if a member leaves or passes away.
This written agreement will be needed by courts, investors, banks, and creditors as you operate your business. While Operating Agreements are not an LLC reporting requirement, they are highly recommended.
4. Articles of Organization
The first step to filing your LLC application form is filling out an Articles of Organization form. This is a legal document that is filed with the state in which you are forming your LLC. There are many names for this form – Certificate of Organization or Certificate of Formation, for instance.
Every state has its own form that must be completed in order to create an LLC. Some states may also have a Limited Liability Company Application to fill out. You just need to know what your state requires and the type of form you need to fill. The Articles of Organization sets forth the basic information of your business. Generally, states have minimal requirements for filling the Articles:
- LLC’s name
- LLC’s purpose (“to engage in any lawful activity under state law for a limited liability company”)
- principal and mailing address of the LLC
- duration of the LLC
- name and address of your LLC’s registered agent (the entity who is authorized on the corporation’s behalf to accept delivery of certain legal documents)
- the management structure (i.e. single manager, more than one manager, all LLC members as managers).
Beyond these minimal requirements, some states may require to list the members of the LLC and the initial contribution of the LLC, as well as a limitation of liability clause.
Depending on what type of business you are forming, you will need a variety of business licenses to operate in your state. You may need a general business license, tax registrations, health permits, zoning or land-use permits, and state-issued occupational licenses. Getting everything in order can be overwhelming.
An Employer Identification Number (EIN) is a unique identification number that is assigned to a business entity so that it can easily be identified by the Internal Revenue Service (IRS). It is commonly used by employers for the purpose of reporting taxes.
The EIN is a unique nine-digit number issued by the IRS and includes information about which state in which the corporation is registered. The EIN is also known as a Federal Tax Identification Number. When it is used to identify a corporation for tax purposes, it is commonly referred to as a Tax Identification Number (TIN)
7. Statement of Information Form
As part of LLC formation documents, some states require a Statement of Information form to be filed with the state along with your Articles of Organization. California calls this form LLC-12 or form LLC-12r. This form is a simple statement of your company name, who the partners are, and what the business address is.
8. Tax Forms
LLC tax form 1065 is the form that is used to file a tax return on partnership income. This form is filed along with your other income tax documents. Partnerships and LLCs do not pay separate taxes, but pass through all profits and losses to the partners.
Tax form 1099 is a form that other companies may issue to your LLC if they did business with you and paid you over $600. This form would be part of you and your partners’ income tax filing. An LLC tax extension form, such as Form 7004, is used to file for more time to fill out your LLC taxes. This would give you five months extra for your partnership to finish their tax documents.
In a single-member LLC, you wouldn’t need to file a LLC tax extension in addition to a personal extension. In a partnership, however, separate forms for a business extension and personal extension are needed. In addition, make sure your partners are filing extensions too – it doesn’t work out well when you extend but your partner files.
Tax form 8832 is a form that an LLC would use if your partnership decides to elect a different tax standard. One of the great benefits of an LLC is that your group can choose to be taxed as a corporation, partnership, or disregarded entity. You can find more information about all of these tax forms on the IRS website.
Opening a Business Bank account for your company can be done once you’ve formed the LLC, and received your EIN. Due to US money laundering laws, banks are required to know their clients. This will mean you will need to travel to the US, and obtain visas to do so. If you have ever opened a personal bank account in the U.S., you might be able to open a business account remotely. Additionally, depending on the nature of your business, you may be able to get by with a service like PayPal.
10. Physical US Mailing Address
To complete your LLC registration in the United States, you need to get a mailing address. One way to get a mailing address in the US is to establish a physical office in the state you’re going to form and do business in, if this is required for your business.
This is also necessary to open a bank account in that state. One way to get a mailing address in the US is to establish a physical office in the state you’re going to form and do business in, if this is required for your business. However, if you do not need to open a physical office in the US, you will still need a US mailing address in your LLC’s state.
Some services, like Earth Class Mail, can set you up with a real US Mailing address, which is required to register for a US bank account and is useful for other services. They also receive mail on your company’s behalf to scan and deliver to you online, and forward packages out of the country.