The rules for starting a limited liability company (LLC) are made by each state. A state’s Limited Liability Company Act, sometimes called a state's LLC laws or LLC statute, creates the legal rules for starting and maintaining an LLC.
In our LLC Laws by State guide below, we offer simple explanations of the laws for LLC formation, registered agents, operating agreements, and annual reports.
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LLC Laws in 50 States
- New Hampshire
- New Jersey
- New Mexico
- New York
- North Carolina
- North Dakota
- Rhode Island
- South Carolina
- South Dakota
- Washington D.C.
- West Virginia
State LLC statute provides the requirements for setting up (or forming) an LLC. Most states offer online and mail-in LLC filing options to meet these requirements.
General Information Required for LLC Formation:
- LLC’s name
- LLC principal office’s street and mailing address
- Registered agent’s name and registered office address
- Whether the LLC is member-managed vs. manager-managed
- LLC organizers can usually add their own provisions as long as the provisions don’t conflict with LLC statute.
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In most states, a registered agent must:
- Maintain a registered office in the state (i.e., no P.O. boxes)
- Be an individual, a corporation or LLC, or foreign corporation or LLC with a business address that is the same as the registered office address
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An LLC operating agreement allows LLC members to create rules for how their unique LLC operates. These rules are often called “terms” or “provisions.”
Operating agreements are limited by state statute. For example, if the statute says LLC members can’t dissolve an LLC without all members agreeing, LLC members can’t change or override the statute with an operating agreement.
When an operating agreement is in place, it’s easier to navigate situations involving the operation of the LLC. And, if a lawsuit or dispute arises, LLC members (or the courts) have something to reference.
If a dispute arises that can’t be resolved by LLC members and there isn’t an operating agreement, the courts will use LLC statute to resolve disputes.
Creating an Operating Agreement
Some LLCs, such as professional LLCs or real estate LLCs, might need unique terms, while others might only need to cover standard provisions:
- Each member’s responsibilities
- How new members will be admitted
- How existing members may transfer or terminate their membership a stat
- How profits and dividends will be distributed
- The process for amending the operating agreement
Most states require LLCs to complete a report every one to two years to ensure the state has up-to-date information about the business.
Some states charge a fee to file these reports.
Many states request the following information on an annual or biennial basis :
- The principal office’s street address
- The registered agent’s name and street address of registered office
- The name, title, and address of members/managers