Читать книгу Ultimate LLC Compliance Guide - Michael Spadaccini - Страница 17

For an LLC to “come to life,” one or more LLC documents must be filed with the secretary of state. The process of bringing an LLC to life closely mirrors the process of bringing a corporation to life.

The ULLCA and all LLC acts set forth technical requirements for filing articles of organization. For example, the statute requires that articles be submitted on a form prescribed by the secretary of state. In most states, the secretary of state will provide a preprinted form of articles of organization. If you choose, you may fill in the blanks and submit the articles along with the required filing fee and you have created a LLC. Bear in mind, however, that filling in blanks on a form without more information could prove costly in the future.

Articles should always be typed or printed on a computer printer and signed by the authorized LLC organizer. One signed and one photocopied version of the articles must be submitted to the secretary of state. If the articles are approved by the secretary of state, your LLC’s existence begins on the date of filing with the secretary of state. The secretary will file-stamp the photocopy of the articles and return it to you. In some states, this file-stamped copy must also be sent to the local recorder of deeds for filing. Check the State Reference Information on the accompanying CD for your local filing requirements, if you haven’t formed your LLC already. When the secretary of state or local recorder returns your articles of organization, keep them in your LLC’s minute book.

It is a crime to make a false statement in articles of organization. Read your articles carefully before filing. In addition, review the State Reference Information or contact the secretary of state’s office before filing to determine the required filing fee. In some states, a flat fee is assessed for filing articles of organization. In a very small number of states, the fee is based on the number of members or on how much initial capital is invested in the LLC. Again, the State Reference Information includes each state’s filing requirements and fees.