Information on this Web site is collected, maintained, and provided for the convenience of the user. While the Secretary of State’s Office strives to keep such information accurate and updated, the Secretary of State’s Office does not certify the authenticity of information contained herein as it originates from third parties. The Secretary of State’s Office shall under no circumstances be liable for any actions taken or omissions made from reliance upon any information contained herein regardless of the source.
Decide if your LLC will be member-managed or manager-managed. A "member" of an LLC is either an owner of or investor in that LLC. A member-managed LLC affords each member equal rights in deciding how the business will be run. A manager-managed LLC is where the members elect several from their number to be responsible for the company's business affairs.
Need a simple, non-legalese “executor" definition? An executor is the person who handles a deceased person's estate, making sure all property is distributed according to the decedent's wishes and that all debts are paid. Usually, executors are close family members of the deceased—spouses, children, parents, or siblings—but the person writing a will (the “testator") can choose anyone to fulfill this role.
Information on this Web site is collected, maintained, and provided for the convenience of the user. While the Secretary of State’s Office strives to keep such information accurate and updated, the Secretary of State’s Office does not certify the authenticity of information contained herein as it originates from third parties. The Secretary of State’s Office shall under no circumstances be liable for any actions taken or omissions made from reliance upon any information contained herein regardless of the source.
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After you've completed the steps described above, your LLC is official. But before you open your doors for business, you need to obtain the licenses and permits that all new businesses must have to operate. These may include a business license (sometimes also referred to as a "tax registration certificate"), a federal employer identification number, a sellers' permit, or a zoning permit. For more on business licenses and permits, see the Licenses & Permits for Your Business area of Nolo's website.
No Ownership Restrictions The LLC does not have any residency or citizenship restrictions, which allows foreign nationals to have ownership in an LLC, if desired. In addition, other corporate entities may be LLC members which means that other corporations or LLCs (or other entities) may be a member of the LLC, or may be the sole member (although an LLC with a sole member that is a corporation or LLC is treated for tax purposes as a partnership or multi-member LLC).

The articles of organization also should include information about how your LLC will be managed. You need to indicate whether the members of the LLC will do hands-on management or if there will be hired management. Another requirement is to discuss how long the LLC will be in existence (there is no limit on this, so it is fine to say in perpetuity).

Flexible Profit Distribution For an LLC, if the members choose, the net income/profits of the LLC may be allocated to the members in different proportions to their ownership percentage in the LLC. This is different from a corporation, as corporations are required to distribute profits exactly accordance with the proportion/percentage of ownership of each shareholder.


All business filings were manually maintained prior to 1973. The office then began entering new filings into a computerized system. Data for businesses that were formed prior to 1973 was entered into the computerized system if they were still active at that time. The data for businesses that were not active in 1973 and have not reinstated, has been partially entered into the system. Images of approved filings were maintained on microfilm prior to 1997 when office began converting the film for all active businesses to a computerized format. Newly submitted filings since that time have been created and maintained in this computerized format.
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Depending on elections made by the LLC and the number of members, the IRS will treat an LLC as either a corporation, partnership, or as part of the LLC’s owner’s tax return (a “disregarded entity”). Specifically, a domestic LLC with at least two members is classified as a partnership for federal income tax purposes unless it files Form 8832 and affirmatively elects to be treated as a corporation. For income tax purposes, an LLC with only one member is treated as an entity disregarded as separate from its owner, unless it files Form 8832 and elects to be treated as a corporation. However, for purposes of employment tax and certain excise taxes, an LLC with only one member is still considered a separate entity.

Self Employment Taxes Although we listed Pass Through Taxation as an LLC benefit, it can also be a disadvantage. Oftentimes the taxes that are passed through and reported as personal income of LLC members will be higher than the taxes at a corporate level. You will also still pay for federal inclusions such as Medicare and Social Security. If you're confused if this business structure will be the right tax choice for you, it's a good idea to speak to your accountant or financial advisor.
All business filings were manually maintained prior to 1973. The office then began entering new filings into a computerized system. Data for businesses that were formed prior to 1973 was entered into the computerized system if they were still active at that time. The data for businesses that were not active in 1973 and have not reinstated, has been partially entered into the system. Images of approved filings were maintained on microfilm prior to 1997 when office began converting the film for all active businesses to a computerized format. Newly submitted filings since that time have been created and maintained in this computerized format.
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