A Limited Liability Company ("LLC") is a separate legal entity that offers an alternative to partnerships and corporations by combining the corporate advantages of limited liability with the partnership advantage of pass-through taxation. An LLC is created and comes into existence when articles of organization are filed with the proscribed fees, and accepted by the proper state authority.

An LLC is owned by its members. The members of an LLC are like partners in a partnership or shareholders of a corporation. A member will more closely resemble a shareholder if the LLC utilizes a manager or managers, because under that situation the members will not participate in the management of the LLC. However, if the LLC does not utilize managers, then the members will more closely resemble partners because they will have decision making powers in the LLC.

The member’s ownership in the LLC is represented by their respective "membership interest", in the same manner as a partner has an "interest" in a partnership or a shareholder has stock in corporation.

No, an attorney is not a legal requirement of forming an LLC. However, certain knowledge is necessary in order to properly file the required documentation in the designated state.

You can use our guaranteed services to form your LLC, and save a substantial amount of money you would otherwise pay an attorney. However, if you need legal or financial advice as to the type of entity which would best suit your business needs, consult your attorney or financial advisor.

An LLC must have at least one member in all states except Massachusetts, where a minimum of two members is required.

An LLC is managed by its members or by selected managers.

If the LLC is managed by its members, it operates much like a partnership. Each member shares equally in the decision making process of the LLC.

Alternatively, the members may choose to appoint a manager or managers to act in a capacity similar to a corporation’s board of directors. The managers are in charge of the business affairs of the LLC.

If managers are not designated in the articles of organization, the members will be deemed to direct the business affairs of the LLC.

In all states, an individual or service company must be responsible for receiving important legal and tax documents. This service is provided by an "agent" of the LLC who is "registered" with the state of incorporation. Thus, the term "Registered Agent." The registered agent must have a valid street address within the state of formation, and be available during normal business hours to receive documents.

The services performed by a registered agent may include:

The status of an S Corporation provides the elimination of double taxation. However, the S Corporation does not have the flexibility of an LLC in regard to the allocation of income to its members.

An LLC may have an unlimited number of members. However, ownership in an S Corporation is limited to no more than 75 shareholders. Further, an S Corporation cannot have shareholders who are C Corporations, other S Corporations, certain trusts, LLC’s, partnerships or nonresident aliens.

LLC’s are permitted to own subsidiaries without restriction, while S Corporations are not allowed to own 80% or more of another corporation’s shares.

If an LLC wants to take advantage of pass-through taxation, it must meet certain requirements which have been established. To have pass-through taxation an LLC may not have more than two of the following characteristics of a corporation:

The LLC will have limited liability, and if the LLC is managed by managers, the LLC will have centralized management.

Once an LLC has been legally formed and is ready to complete its organization, it will require an "LLC Kit" to complete its Operating Agreement, maintain certain of its required records, and to facilitate distribution of membership certificates.

The LLC Kit will include:

A LLC Seal is a small press into which a document is placed to be embossed. The imprint made by the seal indicates the LLC’s name, state of formation and date of formation. An impression made by an LLC seal helps to conveys the mark of authority upon business documents.

A Membership Certificate is a printed document used to indicate ownership interest in an LLC. The LLC Kit supplied by Form-A-Corp contains custom-printed membership certificates which may be issued at the discretion of the LLC.

Once the LLC has been formed and is ready to do business, it is the time to apply for a federal employer identification number (EIN). Generally, any LLC doing business within the U.S. is required to have an EIN. In fact, the EIN is necessary when filing tax returns and for establishing bank accounts.

A LLC can receive an EIN by completing and submitting IRS Form SS-4. However, you can have Form-A-Corp save you this tedious and time consuming paperwork by completing and submitting the necessary EIN form on your behalf.

Once you have decided the type of business entity which is best for your business, articles of organization must be filed with the proper state agency together with certain fees.

Form-A-Corp will provide all necessary services to ensure that the administrative processes are completed in the shortest period of time, with the highest degree of skill and efficiency, and at the lowest cost.

After the articles of organization are filed and accepted by the designated state, your LLC must hold an organizational meeting and adopt a proper Operating Agreement. The necessary Operating Agreement recording material, LLC seal and membership certificates are all included in Form-A-Corp’s LLC Kit.