Administrative dissolution

The state ends an entity's legal existence on its own initiative, usually because a required filing or fee was missed. Georgia's administrative rules warn that failing to file the annual registration risks administrative dissolution, and Michigan LARA lists dissolution among the consequences of not filing an annual statement.

Annual registration

Georgia's name for its yearly filing, which the Georgia Secretary of State lists at $60 online or on paper, due by April 1 and fileable from January 1, up to three years in advance. A late filing adds a $25 penalty, and an amended annual registration costs $30. Georgia's rules place a new LLC's first window between January 1 and April 1 of the year after formation.

Annual report

The general term for a yearly filing that keeps a state's records on an entity current. Florida's Division of Corporations lists the LLC annual report at $138.75, or $538.75 (including a $400 late penalty) if received after May 1. An amended annual report costs $50.

Annual statement

Michigan's term for its yearly LLC filing, which Michigan LARA says is due February 15 each year after organization. The fee is $25, with a $50 late penalty if received after February 15. An LLC formed after September 30 skips the following February 15 statement.

Articles of Organization

The document most states use to create an LLC, with published filing fees of $70 in California (Secretary of State), $110 in Georgia (Secretary of State, $100 plus a $10 service charge) and $200 in New York (Department of State). New York also requires the articles to designate a county, and notes that each New York City borough corresponds to one. Florida's fee schedule lists $125 for a new LLC ($100 filing plus a $25 registered agent fee, both state charges), $25 for Articles of Correction and $30 for a certified copy, and its instructions note that formation is governed by section 605.0201, Florida Statutes, and that the Division of Corporations gives no legal advice.

Assumed name

A name a business operates under other than its legal name, often called a "doing business as" name. The Texas Secretary of State lists the assumed name certificate fee at $25.

Beneficial ownership information (BOI)

Information about the individuals who own or control a company. FinCEN's BOI page states that companies formed in the United States are exempt from federal BOI reporting. New York's LLC Transparency Act likewise applies only to LLCs formed under a foreign country's law, and the Department of State confirms that US-formed LLCs are not required to file.

Biennial statement

A filing due every two years, listed by the New York Department of State at $9 for LLCs. It is separate from New York's annual filing fee on Form IT-204-LL, which the Department of Taxation and Finance lists from a $25 minimum up to $4,500 based on New York source gross income.

Certificate of Formation

Texas's name for the document that creates an LLC. The Texas Secretary of State lists a $300 filing fee, with a 2.7% convenience fee on the total for card payments, and filing is available online through SOSDirect.

Certificate of publication

In New York, the filing that shows the publication requirement has been met. The Department of State lists a $50 fee.

Certificate of status

An official document confirming that an entity exists on the state's records and is current. Florida's fee schedule lists it at $5.

EIN (Employer Identification Number)

The federal tax identification number the IRS assigns to a business. The IRS states that an EIN is free directly from it and warns never to pay a third party for one. It also advises forming the entity with the state before applying.

Foreign qualification

Registering an LLC formed in one state so it can do business in another, where "foreign" means another state rather than another country. Fees vary by state and are not listed here. Texas's out-of-state guidance separately notes that Texas has no general business license.

Franchise tax

A state tax or fee charged for the privilege of existing or doing business in a state, which California's Franchise Tax Board lists as an annual LLC tax of $800 per year. The first-year exemption has expired, having covered only tax years from January 1, 2021 to before January 1, 2024, and the first year's tax is due by the 15th day of the 4th month after filing with the Secretary of State. The FTB notes that an LLC filing a short form cancellation within one year can avoid the first-year $800.

Good standing

The status of an entity whose required filings and fees are current. Michigan LARA states that failing to file the annual statement can lead to loss of good standing.

Manager-managed

An LLC run by one or more designated managers, who may or may not be members.

Member-managed

An LLC run directly by its owners, called members.

Operating agreement

The internal document setting out ownership, voting, management and what happens when a member leaves. The California Secretary of State states that an LLC is required to have one and that it is not filed with the state.

Publication requirement

A duty to publish notice of a new entity's formation. The New York Department of State states that an LLC that fails to publish within 120 days has its authority to do business suspended. Completion is recorded with the certificate of publication.

Registered agent

The person or company designated to receive service of process and official state mail for an entity. The Texas Secretary of State states that an entity may not serve as its own registered agent and that failing to maintain one risks involuntary termination, and the California Secretary of State likewise says an entity cannot act as its own agent for service of process. Florida lists a change of registered agent at $25, a state fee separate from any commercial agent's charge.

Registered office

The address on record where the registered agent accepts service of process and official notices.

Resident agent

Michigan's term for a registered agent. The role is the same.

Revocation

The state's withdrawal of an entity's authority or registration. Michigan LARA lists revocation alongside dissolution as a consequence of not filing.

Statement of information

California's periodic report, which the California Secretary of State lists at $20, due within 90 days of registration and then every two years. Its status definitions state that failing to file leads to suspension or forfeiture.

Sources

This page is general information, not legal advice, and requirements vary by state and change over time.