Customer Support - LLC Filing

 

LLC Formation FAQs

 

LLC FAQs - By State

 

  • Are there any tax considerations that affect when I should start my CA LLC formation process?
  • Can Nolo help me complete FTB 3522?
  • Don't my members have to sign my TX or WA consent form?
  • I submitted my TX or WA consent form. Now what?
  • What is New York's publication requirement for LLCs?
  • How do I rush the delivery of my New York articles?
  • How do I make changes to the Articles of Organization in Florida?
  • How do I update LLC members in Texas?
  • How do I change an LLC name in Georgia?
  • My question is not answered here.


  • What does Nolo’s online LLC formation service involve?

    For a quick look at the steps necessary to form an LLC, see Nolo’s How to Form an LLC.

    For an in-depth look at Nolo’s online formation process, go to Nolo’s online LLC page and choose your state. Click continue and you will be taken to your state LLC page, which contains information on the LLC process.

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    How long does it take for an LLC to be formed?

    Note that processing times are subject to change without notice based on each state’s processing times.

    Special note for California: The California Secretary of State receives your application within 1-3 business days from the date you submit your order to Nolo, but the Secretary of State may not process your application right away, depending on their current processing times. Due to state budget cuts, the California Secretary of State is currently experiencing delays in processing times. You can check the Secretary of State’s processing times page to see which submission date the Secretary of State is currently processing. (Nolo’s Express Premiere packages are delivered to the Secretary of State “in person.” Nolo’s Basic packages is delivered to the Secretary of State “by mail.”)

    Here you’ll find Nolo’s anticipated processing times for our most popular states: California , Texas, New York, Florida, Georgia, Massachusetts, Washington, Missouri, New Jersey , Wisconsin, Colorado

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    Has the state filing office finished processing my application?

    Special note for California: The Secretary of State updates its website every Friday with the latest LLC names it has processed for the past week. You can search for your proposed LLC names on the Secretary of State’s Business Search page. Choose “Limited Liability Company/Limited Partnership Name” and then enter the LLC names you submitted, one at a time, to see if any have yet been accepted. If none of your name choices come up as registered, and you have checked the expected processing time on the California Secretary of State’s processing times page, there may be an issue with your filing. Please look through your email inbox and spam folder for an email from us or contact us for any questions.

    California business search form

    Here you’ll find your state filing office’s web page where you can check if your LLC has been formed: Colorado, Florida, Georgia, Massachusetts, Missouri, New Jersey, New York, Washington, Wisconsin. You may call the Texas Secretary of State at (512) 463-5555.

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    When will I receive my articles of organization?

    You’ll receive your articles of organization (also known as a certificate of organization or a certification of formation in some states) when the state filing office has finished processing your paperwork. Here you’ll find Nolo’s anticipated processing times for our most popular states: California, Texas, New York, Florida, Georgia, Massachusetts, Washington, Missouri, New Jersey , Wisconsin, Colorado

     

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    When will my LLC receive its EIN?

    If you ordered Nolo’s Express Premiere package and opted to have Nolo prepare your IRS Form SS-4 Application for Employer Identification Number (EIN), Nolo sends you a pre-populated form with your final LLC package to sign and mail or fax to the IRS to obtain your EIN. You can also choose to apply for an EIN by phone or online on the IRS website, using the pre-populated SS-4 form as reference.

    If you don’t want to wait for your final LLC package to arrive from Nolo with the pre-populated SS-4 form, or if you ordered Nolo’s Basic or Pro service, you can apply online on the IRS website for an EIN, once you have your LLC formation date.

    To read more about whether your LLC needs to obtain an EIN, please read Nolo’s article Does My Business Need an Employer Identification Number?

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    Can I open a bank account for my LLC yet? I’ve obtained my LLC name and formation date from the state filing office.

    Some banks require you to have your articles of organization (or certificate of formation or certificate of organization) in hand before you can open a bank account. However, while you are waiting for the articles to arrive to you, you can start creating business cards, signs, and promotional material using your new LLC name, once you see your LLC name on the Secretary of State's website.

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    Do I need a business license for my LLC? What other licenses and permits do I need?

    See Nolo.com’s section on Licenses & Permits for Your Business.

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    Does Nolo handle filings in my state?

    Our website currently helps you file in all 50 states. Nolo directly processes LLCs for the following 12 states: California, Colorado, Florida, Georgia, Texas, Massachusetts, Missouri, New Jersey, New York, Texas, Washington, and Wisconsin.

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    What is a disregarded entity classification?

    For more on disregarded entity classification, see the operating agreement Nolo provides to you, specifically paragraph 1 of Section C (Tax and Financial Provisions). Visit the IRS' site on single member LLCs and disregarded entities here.

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    Do I file an LLC or PLLC?

    A professional limited liability company (PLLC) is an LLC that is formed to carry out a service or function that requires a license from a public licensing authority. This includes the personal services of an attorney, architect, certified public accountant, dentist, doctor, podiatrist, nurse, psychologist, family therapist, or insurance agent.

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    What is a registered agent?

    Your LLC's registered agent is sometimes called the "agent for service of process" and is authorized to receive legal papers on behalf of the LLC. Legal documents will be sent by the Secretary of State to the registered agent's attention at the LLC's address. (For New York entities, the Secretary of State is designated as the registered agent, and you will need to maintain a service of process name where the Secretary of State can send correspondence.)

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    Can I contribute services in exchange for interest in an LLC?

    You should be aware of the potential tax implications of basing ownership percentages on services contributed to the LLC. The ownership percentages that you establish are part of the LLC's operating agreement, which can be amended at any time to change the members' contributions. (Nolo's book Your Limited Liability Company: An Operating Manual includes forms to amend the operating agreement, with more detailed information.)

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    What punctuation can I use for the LLC name on my online EIN application?

    The IRS advises to leave a space where there is a punctuation mark that is not a hyphen (-) or ampersand (&) when entering your LLC's name in an online EIN application.

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    Should I file using an assumed or fictitious name?

    Here's a Nolo article with more information on Registering Your Business Name.

    The U.S. Small Business Administration's website also provides information on Business Name Registration.

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    Can I have multiple business names under one LLC?

    You may use one LLC for more than one line of business - the articles of organization would list one official LLC name. The LLC could then either operate both businesses directly under the official LLC name, or file two different trade names with the state or county, depending on what state you live in (trade names are called assumed names, fictitious business names, or doing business as names). A lawyer can advise you as to whether using two separate trade names makes sense for you. If you do use two trade names, it's a good idea to keep the LLC suffix in your trade names.

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    How do I appoint officers to my LLC?

    Nolo's book, Your Limited Liability Company: An Operating Manual, includes the following form on CD-ROM: "Appointment of LLC Officers". The text of this form can be pasted into either the "Written Consent to Action without Meeting" form, or the "Minutes of LLC Meeting" form.

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    Should I file LLC tax by calendar year or fiscal year?

    Most LLCs are required to have their tax year follow the calendar year -- meaning their tax year runs from January 1 through December 31. (To choose this option, select “December” in Nolo’s Online LLC Filing interview.)

    If you can prove that your business has a natural business year that is different from the calendar year, you may be able to adopt a different tax year (called a fiscal year). The rules in this area are complicated -- if you would like to adopt a fiscal year, consult an accountant to see if your LLC qualifies.

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    Can Nolo help me convert a sole proprietorship, partnership, or corporation to another entity type?

    Converting a Sole Proprietorship to a Multi-Member LLC

    We can help you convert a business that you currently own and operate only if it is a sole proprietorship, and only if you will be the sole member (owner) of your LLC at the outset. If you are trying to convert your sole proprietorship into a multi-member LLC, you should consult an attorney. There are some legal and tax ramifications to closing down an existing business and starting a new one that are beyond the scope of our service. Our website features an online lawyer directory as a free resource to our customers. Comprehensive profiles of attorneys in your state can be found at http://lawyers.nolo.com.

    Converting a Partnership or Corporation

    If you are trying to convert a corporation or partnership into an LLC, you should consult an attorney. There are some legal and tax ramifications to closing down an existing business and starting a new one that are beyond the scope of our service. Our website features an online lawyer directory as a free resource to our customers. Comprehensive profiles of attorneys in your state can be found in Nolo's Lawyer Directory.

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    Do I need an Employer Identification Number (EIN) to convert my sole proprietorship?

    Converting a Sole Proprietorship to a Single-Member LLC Without Employees.
    If you are converting a sole proprietorship to an LLC and you don't plan on hiring employees, you do not need to apply for an EIN. If you were using your Social Security number to report income from your sole proprietorship, you can continue to use it to report income from your LLC, for as long as you don't have employees. You will not need to use your Social Security number on any public documents. If you wish, however, you can request an EIN in this situation. You will still use your Social Security number to report your federal income taxes. .

    If you already had an EIN for your sole proprietorship, you can use that one for your LLC, for as long as your LLC does not have employees. If you hire employees, you'll need to apply for another EIN. .

    She didn't mention the domain name, but your advice sounded good to me! In case anyone asks, there is another guide/help topic that mentions business name when converting a sole proprietorship. .

    Converting a Sole Proprietorship to a One-Member LLC
    If you have been running an informal freelance, consulting, or other service business and are forming an LLC to perform related services, how do you know whether you are starting a new business or converting your former business to an LLC? The key is whether the new LLC will assume the assets and liabilities of the existing business.

    If assets aren't being transferred from the sole proprietorship to the LLC and the sole proprietorship does not have any outstanding liabilities, you can select "Starting a new business."

    If you are transferring assets to the LLC from the sole proprietorship or the sole proprietorship has outstanding liabilities, you should select "Converting a sole proprietorship to a single-member LLC."

    In this case, you may need to change the name on your business license, tax registration certificate, or seller's permit. Or, depending on your locality, you may be required to apply for new licenses and permits under the LLC's name.

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    Can Nolo help me with an operating agreement for my self-directing IRA LLC?

    Nolo's operating agreement does not provide for the specific language requirements of a self-directed IRA LLC. We suggest you consult with an attorney for this task. Nolo’s Lawyer Directory can help you find a local attorney that practices in the area of business entity formation.

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    Can I just order a Nolo corporate kit?

    No. While our Premiere Online LLC Formation packages do include a corporate kit, we do not offer this product separately for purchase.

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    Are there any tax considerations that affect when I should start my CA LLC formation process? California has an $800 annual LLC tax.

    The $800 annual tax for California LLCs is due within 3 1/2 months of your LLC's formation (and every April 15 thereafter, assuming your LLC has a calendar tax year). For example, if you form your LLC June 1, you will owe your first annual tax on September 15, and your second annual tax on the following April 15. This $800 LLC tax is due each year.

    If it is late in the year, you may end up owing two $800 annual taxes at nearly the same time: one for the current year and one for the following year. For example, if you form your LLC on December 1, 2011, you will owe the $800 LLC tax for 2011 on March 15, 2012, and you will owe the $800 LLC tax for 2012 on April 15, 2012 (assuming your LLC will use a calendar tax year).

    The only way to avoid paying the $800 tax for the current year is to wait until after December 17 to form your LLC, and hold off on doing actual business until January 1. In other words, you have to form your LLC on December 17 or later, but not actually open your doors for business until January 1. In that case, you can skip paying the $800 annual LLC tax for the short tax year from December 17 to December 31. You will then owe your first $800 tax on April 15.

    Your LLC will need to pay the $800 annual tax to the Franchise Tax Board by submitting FTB Form 3522, Limited Liability Company Tax Voucher, available at the Franchise Tax Board website.

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    Can Nolo help me complete form FTB 3522?

    Nolo cannot offer legal nor tax advice. You can review the Franchise Tax Board's Form 3522 and its instructions. Here is also a link for the CA Franchise Tax Board Information Directory.

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    Doesn't my members have to sign my TX or WA consent form?

    No, the only signature required is that of the Registered Agent listed for your TX or WA LLC.

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    I submitted my TX or WA consent form. Now what?

    There are no further emails you will receive from Nolo, unless we experience a problem with your filing. The next time you hear from us, it'll be FedEx delivering your final package of documentation after the formation has been completed.

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    What is New York's publication requirement for LLCs?

    From the guide to the New York LLC interview:

    The State of New York requires that within 120 days of your LLC's formation, the LLC must publish a notice containing all of the information contained in the LLC's articles of organization. The notice must be published once in each week for six successive weeks, in two newspapers, one weekly newspaper and one daily newspaper. The newspapers must be designated by the county clerk of the county in which the principal office of the LLC is located, as stated in your articles of organization.

    If the office of the LLC is located in a county where a weekly or daily newspaper has not been designated by the county clerk, the publication can be made in a designated weekly or daily newspaper of a county that is contiguous to the LLC's county.

    Your local newspapers should be able to help you with this filing.

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    How do I rush the delivery of my New York certified articles?

    From the package instructions: The Department of State will send your certified copy in approximately three to four weeks. If you need a certified copy before then, you may order an expedited copy. Find the "Credit Card/Debit Card Authorization” form at www.dos.state.ny.us by using the search function, and fax the completed form to 518-473-1654.

    Access the order form here. There is a cost for the certified copy, and expedited service.

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    How do I make changes to the Articles of Organization in Florida?

    For general information, click here. If the LLC was formed before January 1 of the current year, the customer can make any changes on the annual report (due May 1 of each year).

    If the LLC was formed within the current year, then Articles of Amendment to the Articles of Organization must be filed. The form can be found here.

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    How do I update LLC members in Texas?

    The Texas Secretary of State advises that it is not mandatory to update your Certificate of Formation due to a change in members. (It is however mandatory to report any change to the Registered Agent name or address.) If you wish, you may file a Certificate of Amendment on Form 424, found on the Secretary of State's website. This form does require a filing fee.

    If the original version of your Operating Agreement was not signed, then you can edit it.  If the original operating agreement was signed, you can find some information on amending it from our book Your Limited Liability Company: An Operating Manual.

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    How do I change an LLC name in Georgia?

    If you would like to update your LLC name with the Secretary of State, you can do so by submitting a certificate of amendment to the articles of organization. Information is available on the Secretary of State's website.

    Access the Form here and Instructions here.

    There is a filing fee associated with this filing.

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    My question is not answered here.

    Contact us.

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