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We need to begin our discussion of “LLC stock” by examining some differences in terminology between corporations and LLCs. Let’s begin by discussing corporate stock. Then we’ll see how the concept and the terminology adapt to the legal structure of LLCs.

▼ Expert Tip

Don’t use a PO box as a resident agent address. First, some states don’t allow it. Second, any correspondence sent to a registered agent is likely to be important; with a PO box you may not receive the correspondence as quickly.

Sample Letter to Registered Agent Accompanying Articles of Organization

Michael Spadaccini

123 Elm Street

San Francisco, CA 94107

415-555-1212

March 21, 20__

Harvard Business Services, Inc.

16192 Coastal Highway

Lewes, DE 19958

To Whom It May Concern,

I have enclosed a copy of articles of organization I am filing today. As you can see, I have used you as our registered agents in the state of Delaware.

Please use the following contact information:

17 Reasons, LLC

c/o Michael Spadaccini

123 Elm Street

San Francisco, CA 94107

I have enclosed a check for $50.00 to cover the first year’s services.

Yours truly,

Michael Spadaccini

A corporation issues shares of stock to its owners as part of the organization process. Shares of stock represent the ownership of the corporation; shareholders are the owners.

LLCs, on the other hand, issue membership units, membership shares, or member’s interest. There are other, less used terms, such as percentage interest, percentage share, or LLC share—all proper terminology. In this sense, the ownership terminology of LLCs is more akin to the terminology of partnerships, where the ownership is expressed in terms of percentage interest or percentage share, rather than in a defined number of shares of stock. In the business world, you might hear the phrase “LLC stock.” That phrase is not necessarily incorrect; it simply is not used often. It is better to discuss LLC ownership in terms of percentage or share. Throughout this book, we’ll use several terms for LLC shares.

Now, you won’t issue any membership shares until after your articles of organization are filed. You cannot have owners until you have a legal entity that they can own. You may wish to designate more than one class of ownership shares; this designation must be made in the articles of organization. Such a designation can be made with the filing of your articles or it can be made by an amendment any time after the original filing, with a bit of paperwork. You should have a good road map of your ownership structure early in the organization process, because you must set forth that structure in the articles of organization.