Each state designates a particular government agency for providing LLC registration. A domestic LLC can create an LLC in any local state, while a foreign LLC that already exists in another state usually must register to do business in other states before establishing a physical presence in that state. An LLC is a “limited liability company” that has several tax and liability advantages over other corporations or partnerships. The Secretary of State (through the Department of State) handles the registration task in most US states. Entrepreneurs seeking to open an LLC in the United States need to find the particular agency tasked with LLC filings. The U.S. Small Business Administration provides links to help in this search.
Once an entrepreneur finds the appropriate government office, he needs to obtain a copy of the LLC Secretary of State filing form or equivalent state document. Additionally, many states have ongoing annual statements or other reporting requirements (or other forms for reserving an LLC name, etc.). Accordingly, entrepreneurs who start an LLC also need to learn where to find additional LLC forms for initial and ongoing LLC filing requirements with the Secretary of State or other applicable state government agency.
The United States Small Business Administration provides a wealth of information about how to start an LLC in USA states. Every state provides a process for filing an LLC. The SBA provides a handy page called “Business Incorporation.” See the Sources below for a link to this page. This resource has state links to the agency charged with handling company incorporation, LLC registrations and other business registrations for each US state.
While most of the agencies are headed by a Secretary of State, you will also find different names. For example, Wisconsin entrepreneurs must use the Department of Financial Institutions to register an LLC (see Sources). Click on a state to find the government agency that processes business incorporation and other registrations for that state.
Once you get to the proper state website, start looking around for business incorporation documents. The corporation and LLC forms are generally found on the same page or near each other on these state websites. The Secretary of State or other agency generally provides a form that you can print and fill out for registering an LLC. Generally speaking, you will be looking for either an “Articles of Organization” LLC form or a “Certificate of Formation” LLC filing form. Note that a “certificate of formation” in some states is a certificate showing that you filed articles of organization. States in the USA also typically offer a certificate or certified copy of your articles. This is an optional document and separate from the official filing form in states that use an “articles of organization” LLC form.
When you do find the proper filing form for LLC registration, familiarize yourself with the other LLC and related forms. For example, states usually provide a specific form for amendments to LLC articles of organization. States also typically require a separate form for an out-of-state or foreign LLC to apply for authority to do business withing that state. For example, have a look at the Texas business forms page. You can see many LLC forms, including, in part, a formation documents, amendment forms, withrawal forms, conversion forms and many other LLC forms from the Texas Secretary of State (see Sources). You need to know all the main forms if you are going to manage an LLC in USA states.
LLC documents from a Secretary of State generally guarantee the bare-bones minimum for registering an LLC. Depending on what you want to do with or how you want to control your LLC, you may need to add extensive provisions to the “articles of organization” form.
The LLC operating agreement is a totally separate document that members of the LLC write up to create rules for the company. You will not find an LLC Secretary of State form for an operating agreement. Rather, you need to either consult with a lawyer or at least get a sample operating agreement if you intend to create an agreement.