Difference between revisions of "How to Form an LLC"

Latest revision as of 14:34, 8 July 2015

Delaware

Forming a Delaware Corporation or LLC offers you a favorable tax environment, privacy protection and enhanced protection against legal claims. Delaware does not require director or officer names (in corporations) or member/manager names (in LLCs) to be listed in the formation documents. Shareholders, directors and officers of a corporation or members or managers of an LLC need not be residents of Delaware. Delaware has favorable tax laws for large companies with large number of shareholders and non-resident corporations and LLCs pay no state income tax. There is no personal income tax and no state tax on stock owned by non-residents.

Sample forms with instructions and fees are available on the Delaware State web site.

• http://corp.delaware.gov/newentit09.shtml
• http://corp.delaware.gov/cvrmemo.shtml

All corporations incorporated in the State of Delaware are required to file an Annual Report and to pay a franchise tax.

Iowa

An Iowa LLC is created by filing Articles of Organization with the Iowa Secretary of State of Business Services Division. The articles must include the LLC's name and address and the name and address of the LLC’s registered agent. The articles may be filed online or by mail. The filing fee is $50.

All LLCs doing business in Iowa must file a Biennial Report with the Secretary of State. The Secretary of State will send the LLC a report for completion before the due date. The report can be filed online or by mail. The filing fee is $45.

Nebraska

A Nebraska LLC is created by filing a Certificate of Organization with the Nebraska Secretary of State. There is no official form for this purpose. The certificate must include the LLC's name and address; and the name and address, and post office box, if any, of the LLC’s registered agent. If the LLC is organized to render a professional service, the certificate must list the the professional service its members, managers, professional employees, are licensed or otherwise legally authorized to perform in Nebraska. The filing fee is $100 plus $5 per page.

All LLCs doing business in Nebraska must file a report once every two years with the Nebraska Secretary of State. These are filed in odd numbered years and are due by April 1. This is known as the Biennial Report.

• File Biennial Report

In order to electronically file Limited Liability Company and Limited Liability Partnership Reports, you must create a profile in the Nebraska Business One Stop system. Once you have created the username and password, you may select to return to the application and submit your report.

Update: One-Stop Filing applications, There is no login required to file Secretary of State Annual/Biennial reports. If you have filed online in the past, you will no longer need your Business One Stop user name and password to access the online report forms.

Delinquency: Corporations and Limited Liability Companies administratively dissolved/revoked may reinstate by filing the appropriate forms with the business services division. Limited Liability Partnerships administratively dissolved/revoked may reinstate within 2 years by filing with the business services division.

• Nebraska Corporation Search (not Firefox compatible)

Nevada

Nevada has become one of the most expensive states in the nation in which to incorporate. Also, Nevada requires organizers to name an initial owner or manager in the articles of organization to become part of the public record. Some advantages of a Nevada LLC include that Nevada doesn't tax corporate profits, LLC profits, or individual shares in a company and there is no personal income tax. Nevada doesn't have an Information Sharing Agreement with the IRS. Nevada also has enhanced legal protection helping to fortify the "corporate shield" factor.

A Nevada LLC is created by filing Articles of Organization Limited-Liability Company with the Nevada Secretary of State. The articles must include: the LLC's name and address; the name, address, and signature of the LLC’s registered agent; the LLC's dissolution date, if any; whether the LLC is run by mangers or members; the name and address of each manager or managing member; and the name, address, and signature of each organizer. The articles may be filed online at the Nevada Secretary of State Online Services webpage, or by postal mail. The filing fee is $75.

All Nevada LLCs and foreign LLC authorized to do business in the state must file an annual report listing their officers, directors, and registered agent. The first annual report is due by the last day of the first month after LLC's articles of organization (or Application for Registration of Foreign Limited-Liability Company) were filed. The initial filing fee is $125. Forms will be mailed to you upon the filing of your LLC and annually thereafter to the LLC's registered agent. The report may be filed by mail or online through the Nevada Secretary of State Online Services webpage.

Vermont

A Vermont LLC is created by filing Articles of Organization with the Vermont Secretary of State. The articles must include: the LLC's name and address; the name, address, and signature of the LLC’s registered agent; its purpose; its fiscal year; whether the LLC will be member-managed or manger-managed; the names and addresses of the managers; whether the organizers will be personally liable for LLC debts; and the organizer's address. The articles must be filed by postal mail. The filing fee is $100.