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Written by : Liberty Willborn |
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hi this is Lee Phillips I'm an attorney don't hold that against me I want to talk to you for a minute about the Articles of Incorporation if your corporation or the articles of organization or the certificate or organization or whatever your state calls this thing these are the papers that you file to create the corporation or to create the LLC you file them with a state actually the corporations and LLC's are creations of the state it's your state that's giving you permission to operate under these rules in order to have your company give you a limited liability for example and taxes structures and all that stuff so you have to have the proper Articles of Incorporation and articles of organization and you need to read them and understand them now if you go to the lawyer a lot of the lawyers will give you four or five six pages of these things the Articles of Incorporation no no no no no the states require a very minimal amount of information in order to set up the corporation of the LLC in the old days the states used to require that you have a thousand or two thousand or five thousand dollars in the bank account of the company well that's you that's not a requirement anywhere any more that I'm aware of anyway so these renewals and regulations associated with the Articles of Incorporation or the articles of organization have been parried back a lot you will actually file the Articles incorporation the articles of organization on the state website they're going to ask you a few questions the name of the company the address of the company and you have to have a registered agent in the state so they need the registered agents address and phone number and all that stuff that has to be a physical person within the state that they could get ahold of that the sheriff can come and give a lawsuit to so you need a physical person if you don't have anybody in the state where you're incorporating or forming you LLC there are lots of guys that will be more than happy to take your money and act as your registered agent so in that list the registered agent you list the home office you list this sort of stuff don't give any more information to the state than is required at a minimum because that's public information anybody can see what you filed in order to create your corporation or your LLC now you're going to have a rule book that's going to be a lot longer than the Articles of Incorporation or the articles of organization and that rule book is going to tell you how you're going to operate the company a corporation that's called bylaws in the LLC it's called the operating agreement we'll talk about those in another one of these YouTube series but for now make sure that you understand what each thing that they're asking is and that you supply the proper answers on the Articles of Incorporation or the articles of organization and make sure you don't give them any more information than is actually required there they're going to often ask what's the nature of the business and you're going to say it's a retail business or it's a consulting business or it's you can make that pretty broad and you probably ought to some attorneys say well just say any lawful activity now that will come back to bite you sometimes I've seen it happen in a number of court cases state that this is real estate investing company state that its consulting company or a chemistry laboratory or whatever it is and that's usually in the Articles of Incorporation or the articles of organization as well so the first step is understand what is required by the state give them the minimum amount up and then you have to pay your fees of course and you file your papers with this day and that makes you a company in the States eyes now that doesn't mean that you're going to get the limited liability it doesn't mean you're going to get the tax structure you want it doesn't mean anything it just means that you now have a company with the state and in one of my twenty-seven formalities that I go through on corporations and LLC's one of the first ones is let's make sure we understand what's in the Articles of Incorporation or the articles of organization
Thanks for your comment Erin Jorge, have a nice day.
- Liberty Willborn, Staff Member
foreign you're still in the process of registering your LLC and the last part is your articles of organization you're almost to the finish line first let's cover what exactly is your articles of organization articles of organization sometimes called certificates of organization or certificates of formation are legal documents that outline key details of your LLC they're necessary to legalize your business and prevent potential disputes between members regarding their rights duties and protection of personal assets you'll need to get an EIN set up a business bank account and lastly apply for loans the general information you must include when you file your articles of organization are business name There Are Rules around naming your LLC so for details go to your State website a street address is typically required or you can use the mailing address some people use a virtual mailbox or their home address although we don't recommend the latter list your registered agent and registered office a registered agent accepts legal notifications such as lawsuits on behalf of your LLC a registered office is a physical street address in your state where the agent is available during regular business hours statement of acceptance by a registered agent this date requires your registered agent to officially acknowledge their roles and responsibilities this refers to how long you plan for your LLC to exist most LLCs are registered under Perpetual which means that they'll operate until further notice or essentially until the LLC dissolves this is a safe bet describe the management structure of your LLC if it's a member managed LLC that means all members share the managerial workload and run the business together if it's a manager managed LLC it appoints one manager or a group of managers to handle the day-to-day operations members are the owners of the LLC not all states require you to list the members information but if your state requires it list the name and addresses of the owners in this section list the kind of business your LLC plans to conduct in most cases you can just State a general purpose however some states may require you to list specific business activities for example car repair auto shop and maintenance liability your business debts here you will provide a declaration that none of your members owners or managers of the LLC are personally liable for its business debts organizer this will often be yourself an organizer is a person who signs and submits the articles of organization to the Secretary of State this can be a member manager or any person appointed to do the paperwork in conclusion filing your articles of organization is an essential step in forming your LLC remember before filing to find yourself a registered agent virtual post meals registered agent service is included at no charge in every state that we have a location save over one hundred dollars a year compared to using a dedicated registered agent service be sure to check out our other videos on llc's
Thanks Robin your participation is very much appreciated
- Liberty Willborn
About the author
I've studied mathematics education at Catawba College in Salisbury and I am an expert in archaeogenetics. I usually feel numb. My previous job was horticulture therapist I held this position for 22 years, I love talking about snorkeling and camping. Huge fan of Tony Shalhoub I practice rafting and collect banknotes.
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