LLC Filing Terms by State, Defined

Administrative dissolution

The state ends an LLC's legal existence because the company stopped meeting an ongoing requirement, usually a periodic filing. The Georgia Secretary of State's rules list administrative dissolution as a risk of failing to file the annual registration. Michigan's Department of Licensing and Regulatory Affairs (LARA) says a missed annual statement can lead to dissolution, revocation or loss of good standing.

Annual registration

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

Annual report

The general term for a periodic filing that confirms or updates an LLC's basic details, such as its address and registered agent. States name it differently (see annual registration, annual statement, biennial statement and statement of information). In Florida, the Division of Corporations' fee schedule lists the annual report at $138.75. If the report is received after May 1, the total becomes $538.75, which includes a $400 late penalty. An amended annual report costs $50.

Annual statement

Michigan's version of the periodic filing. LARA sets the due date as February 15 each year after organization and the fee at $25. A $50 penalty applies if the statement is received after February 15. An LLC formed after September 30 does not file a statement on the next February 15.

Articles of Organization

The document filed with the state to create an LLC, and the name most states use for it. Published fees differ by state:

• California: $70 (Secretary of State).
• Florida: $125 in total, a $100 filing fee plus $25 for the registered agent (Division of Corporations). Articles of Correction, used to fix an error in a filed document, cost $25. The Division notes that formation is governed by section 605.0201 of the Florida Statutes.
• Georgia: $110, a $100 filing fee plus a $10 service charge (Secretary of State).
• New York: $200 (Department of State). New York's articles must name a county, and each New York City borough corresponds to a county for this purpose.

Assumed name

A name a business operates under that differs from its legal name, often called a DBA ("doing business as"). Registration rules vary by state. The Texas Secretary of State lists the assumed name certificate fee at $25.

Beneficial ownership information (BOI)

Information about the people who ultimately own or control a company. FinCEN states that companies formed in the United States are exempt from federal BOI reporting. New York's LLC Transparency Act takes a similar approach. According to the Department of State, it applies only to LLCs formed under the law of a foreign country, and US-formed LLCs are not required to file.

Biennial statement

New York's periodic filing, made every two years. The Department of State lists the fee at $9. It is separate from the annual filing fee collected by the state tax department (see franchise tax).

Certificate of Formation

Texas's name for the document most states call Articles of Organization. The Texas Secretary of State lists a $300 filing fee. Card payments carry a 2.7% convenience fee on the total fees. Filing is available online through SOSDirect, the Secretary of State's filing system.

Certificate of publication

In New York, the filing that proves an LLC has met its publication requirement. The Department of State lists the fee at $50.

Certificate of status

An official document confirming that an LLC exists and is in good standing on the state's records. Banks, lenders and other states often ask for one. Some states call it a certificate of good standing. The Florida Division of Corporations lists a certificate of status at $5 and a certified copy of a filed document at $30.

EIN (Employer Identification Number)

The federal tax identification number the IRS assigns to a business. It is used for tax filings, bank accounts and hiring. The IRS states that an EIN is free when you get it directly from the IRS, and it warns never to pay a third party for one. The IRS also tells applicants to form the entity with the state before applying.

Foreign qualification

Registering an LLC formed in one state so it can do business in another. Here "foreign" means out of state, not out of the country. What counts as doing business, and what the registration costs, varies by state. Qualification is also separate from licensing. The Texas Secretary of State, for example, notes that Texas has no general business license.

Franchise tax

A state tax or fee charged for the privilege of existing or doing business in the state. It is often collected by the tax agency rather than the office that handles business filings. Names and amounts vary.

• California: The Franchise Tax Board (FTB) charges an annual LLC tax of $800. The first year's tax is due by the 15th day of the fourth month after filing with the Secretary of State. A first-year exemption applied only to tax years from January 1, 2021 to before January 1, 2024, and it has expired. The FTB notes that an LLC filing a short form cancellation within one year avoids the first-year $800.
• New York: The Department of Taxation and Finance collects an annual filing fee on Form IT-204-LL. It ranges from a $25 minimum up to $4,500, depending on New York source gross income.

Good standing

The status of an LLC that is current on its required filings and fees with the state. Losing it can limit what the company is allowed to do. The California Secretary of State says failure to file the Statement of Information causes suspension or forfeiture. Michigan's LARA lists loss of good standing among the results of not filing the annual statement.

Manager-managed

An LLC in which the members appoint one or more managers to run the business. Managers can be members or outsiders. Members who are not managers usually act as investors rather than day-to-day decision makers.

Member-managed

An LLC run directly by its owners (members), who share in operating decisions. Many small and single-owner LLCs use this structure.

Operating agreement

The internal agreement among members. It sets out ownership, management, voting, and what happens when a member leaves. The California Secretary of State says an LLC is required to have an operating agreement and that the agreement is not filed with the state. Requirements differ in other states.

Publication requirement

A rule that a new LLC publish notice of its formation. New York is the best-known example. The Department of State says that failure to publish within 120 days suspends the LLC's authority to do business. Completion is proved by filing a certificate of publication.

Registered agent

The person or company designated to receive legal papers (service of process) and official notices for the LLC. California calls the role agent for service of process, and Michigan calls it resident agent. Both the California Secretary of State and the Texas Secretary of State say an entity cannot act as its own agent. Texas also warns that failing to maintain a registered agent risks involuntary termination. In Florida, changing the registered agent costs $25.

Registered office

The street address in the state where the registered agent accepts service. It generally has to be in the state where the LLC is formed or registered. Exact requirements vary by state.

Resident agent

Michigan's term for a registered agent. The role is the same.

Revocation

The withdrawal of a status or authority the state previously granted, such as an out-of-state LLC's registration to do business there. Michigan's LARA lists revocation among the consequences of not filing the annual statement. How revocation differs from dissolution depends on the state.

Statement of Information

California's periodic filing. The Secretary of State lists a $20 fee. The first statement is due within 90 days of registration, and then every two years after that. Failure to file can lead to suspension or forfeiture.