One point runs through almost every entry: the steps depend on each other. The state approves the entity first. The EIN comes after that. Anything that needs both, such as a business bank account, comes last.

Administrative dissolution

The state ends an LLC's existence on its own initiative, usually because a required filing or fee was missed, rather than because the owners chose to close it. The Georgia Secretary of State's filing rules warn that failing to file the annual registration risks administrative dissolution. Other states use different words for similar outcomes. The Texas Secretary of State says failing to maintain a registered agent risks involuntary termination. The California Secretary of State says a missed Statement of Information leads to suspension or forfeiture.

Annual registration

This is Georgia's name for its yearly maintenance filing. The Georgia Secretary of State lists a $60 fee, online or on paper. It is due by April 1 and may be filed from January 1, up to three years in advance. Under the state's filing rules, a newly formed LLC files between January 1 and April 1 of the year after formation. Late filing adds a $25 penalty, and an amended annual registration costs $30.

Annual report

This is the general term for a recurring filing that keeps a state's records current. Florida uses this name. The Division of Corporations' Sunbiz fee schedule lists $138.75, rising to $538.75 (a $400 late penalty) if the report is received after May 1. An amended annual report is $50.

Annual statement

This is Michigan's term. The Department of Licensing and Regulatory Affairs (LARA) sets a $25 fee, due February 15 each year after organization, with a $50 penalty if received after February 15. An LLC formed after September 30 skips the next February 15 statement. LARA says failure to file leads to dissolution, revocation or loss of good standing.

Articles of Organization

This is the document most states use to create an LLC. Published fees differ widely:

  • California: $70, per the Secretary of State.
  • Georgia: $110, made up of a $100 filing fee and a $10 service charge, per the Secretary of State.
  • New York: $200, per the Department of State.
  • Florida: $125 in total for a new LLC, made up of a $100 filing fee and $25 for the registered agent designation, per the Sunbiz schedule.

Florida formation is governed by s.605.0201, Florida Statutes, and the Division notes that it gives no legal advice.

Assumed name

This is a name a business operates under that differs from its legal registered name, often called a DBA ("doing business as"). The Texas Secretary of State lists a $25 fee for an assumed name certificate.

Beneficial ownership information (BOI)

This is information about the people who ultimately own or control a company. Under FinCEN's current rule, companies created in the United States are exempt from federal BOI reporting. New York's LLC Transparency Act takes the same approach. The Department of State says it applies only to LLCs formed under the law of a foreign country, so US-formed LLCs do not file.

Biennial statement

This is New York's recurring update, filed every two years rather than every year. The Department of State lists a $9 fee.

Certificate of Formation

This is Texas's name for the document that creates an LLC, the equivalent of Articles of Organization elsewhere. The Texas Secretary of State lists a $300 filing fee, and card payments carry a 2.7% convenience fee on the total. Filing is available online through SOSDirect.

Certificate of publication

A New York LLC files this document to show it has completed the publication requirement. The Department of State lists a $50 filing fee.

Certificate of status

This is an official document confirming that an entity exists on the state's records and is current with its filings. Florida's Sunbiz schedule lists it at $5. A certified copy of a filed document is a separate $30 fee. Some states call the equivalent a certificate of good standing.

EIN (Employer Identification Number)

This is the federal tax ID number the IRS issues to a business. The IRS provides it free and warns never to pay a third party for one. The IRS also says to form the entity with the state first, so the EIN application waits until the state has approved the LLC.

Foreign qualification

This means registering an LLC formed in one state so it can do business in another. In that second state, the LLC is called "foreign." Each state sets its own requirements and fees, and the figures on this page do not cover them. Separately, the Texas Secretary of State notes that Texas has no general business license. In New York's Transparency Act, "foreign" means formed under another country's law, not another state's.

Franchise tax

This is a state tax or fee charged for the privilege of existing or doing business as an entity. What it is called, and how it is calculated, differs by state.

In California, the Franchise Tax Board charges an $800 annual LLC tax. The first-year exemption applied only to tax years beginning on or after January 1, 2021 and before January 1, 2024, and it has expired. The first year's tax is due by the 15th day of the 4th month after filing with the Secretary of State. The FTB says a short form cancellation within the first year avoids the first-year $800.

In New York, the Department of Taxation and Finance charges an annual filing fee on Form IT-204-LL. It ranges from $25 up to $4,500, based on New York source gross income.

Good standing

This is the status of an entity that is current with the state's required filings and fees. Michigan's LARA lists loss of good standing among the consequences of not filing the annual statement. A certificate of status is the usual way to show it.

Manager-managed

In this kind of LLC, the members appoint one or more managers to run the business, and those managers may or may not be members themselves. Members who are not managers step back from day-to-day decisions.

Member-managed

In this kind of LLC, the owners (members) run the business directly, and each takes part in management. It is a common setup for small LLCs where the owners also do the work.

Operating agreement

This is the internal contract among members covering ownership, management, and how decisions and profits are handled. The California Secretary of State says an LLC is required to have one and that it is not filed with the state. The facts here don't cover other states' requirements, so check the relevant state's statute or Secretary of State.

Publication requirement

This is a rule that a new LLC announces its formation in newspapers. The New York Department of State says failure to publish within 120 days suspends the LLC's authority to do business. New York's Articles must also designate a county, and each New York City borough maps to a county. Publishers, not the state, set newspaper charges, so the cost is only knowable by requesting quotes.

Registered agent

This is the person or business designated to receive legal papers and official state mail for the LLC. The Texas Secretary of State says an entity may not serve as its own registered agent, and failing to maintain one risks involuntary termination. The California Secretary of State similarly says an entity cannot act as its own agent for service of process. Florida's Sunbiz schedule lists $25 to change a registered agent.

Registered office

This is the in-state street address where the registered agent accepts legal papers. It can differ from where the business actually operates.

Resident agent

This is Michigan's term for a registered agent. The role is the same, and only the word differs.

Revocation

This is the state's withdrawal of an entity's registration or authority. Michigan's LARA lists revocation, along with dissolution and loss of good standing, as a possible consequence of not filing the annual statement.

Statement of information

This is California's periodic filing that updates the state's record of the LLC. The Secretary of State lists a $20 fee, due within 90 days of registration and then every two years. Missing it leads to suspension or forfeiture.

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