LLC Provider Terms, Defined

Administrative dissolution: The state ends an LLC's existence because the LLC failed to meet an ongoing obligation, such as filing a required report, rather than because the owners chose to close it. Georgia's administrative rules on the annual registration say that failing to file risks administrative dissolution. Michigan's Department of Licensing and Regulatory Affairs (LARA) lists dissolution as a consequence of not filing the annual statement.

Annual registration: Georgia's name for its yearly report, which the Georgia Secretary of State lists at $60, online or on paper, due by April 1. You can file from January 1 and up to three years in advance, a late filing adds a $25 penalty, and an amended annual registration costs $30. Under Georgia's administrative rules, a newly formed LLC files its first one between January 1 and April 1 of the year after formation.

Annual report: The general name for the recurring filing that keeps the state's records on an LLC current. Florida uses this name, and its Division of Corporations (Sunbiz) fee schedule lists $138.75, rising to $538.75 (a $400 late penalty) if the report is received after May 1. An amended annual report in Florida costs $50.

Annual statement: Michigan's version of the recurring report, filed with LARA by February 15 each year after organization for a $25 fee. LARA adds a $50 penalty if the statement arrives after February 15. An LLC formed after September 30 skips the February 15 that immediately follows.

Articles of Correction: A filing that fixes an error in a document already on record, so the public record matches what was intended. Florida's Sunbiz fee schedule lists it at $25.

Articles of Organization: The document that creates an LLC in most states, with published fees of $70 in California (Secretary of State), $110 in Georgia ($100 filing plus a $10 service charge, per the Georgia Secretary of State), $125 in Florida ($100 filing plus $25 for the registered agent, per Sunbiz) and $200 in New York (Department of State). Florida formation is governed by section 605.0201 of the Florida Statutes, and the Division of Corporations notes that it gives no legal advice on the filing. New York's articles must designate a county, and the Department of State notes that each New York City borough corresponds to a county.

Assumed name: A name a business operates under that differs from its legal name, often called a DBA ("doing business as"). The Texas Secretary of State lists the fee for an assumed name certificate at $25.

Beneficial ownership information (BOI): Details about the people who ultimately own or control a company. FinCEN states that companies formed in the United States are exempt from federal BOI reporting. New York's LLC Transparency Act follows the same line: the Department of State says it applies only to LLCs formed under the law of a foreign country, so US-formed LLCs don't file.

Biennial statement: New York's recurring report, filed every two years with the Department of State. The fee is $9.

Certificate of Formation: Texas's name for the document other states call Articles of Organization. The Texas Secretary of State lists the filing fee at $300, and paying by card adds a 2.7% convenience fee on the total. You can file online through SOSDirect.

Certificate of publication: In New York, the filing that proves the LLC completed its publication requirement. The Department of State lists the fee at $50.

Certificate of status: A state-issued document confirming that an entity exists and is in good standing, which banks, lenders or another state often ask for. Florida's Sunbiz fee schedule lists it at $5. A certified copy (a state-certified duplicate of a filed document) is a separate item at $30.

EIN (Employer Identification Number): The federal tax ID number the IRS assigns to a business, used for tax filings, payroll and bank accounts. The IRS issues EINs for free and warns never to pay a third party for one, and it says to form the entity with the state before applying.

Foreign qualification: Registering an existing LLC to do business in a state other than the one where it was formed. In that second state, the LLC is called a "foreign" entity. Qualification is separate from licensing: the Texas Secretary of State notes that Texas has no general business license.

Franchise tax: A tax some states charge an entity for the privilege of existing or doing business there. California's Franchise Tax Board charges LLCs an $800 annual tax, first due by the 15th day of the 4th month after filing with the Secretary of State. New York charges a related fee instead: its Department of Taxation and Finance collects an annual filing fee on Form IT-204-LL, from $25 up to $4,500 depending on New York source gross income.

Good standing: The status of an LLC that is current on its required filings and fees with the state. LARA lists loss of good standing among the consequences of not filing Michigan's annual statement.

Manager-managed: An LLC run by one or more designated managers, who may or may not also be members. The other members act more like passive investors. The choice is recorded in the formation documents and the operating agreement.

Member-managed: An LLC run directly by its owners (members), each of whom can generally act for the business. Single-owner and small LLCs often use this setup.

Operating agreement: The internal document that sets out ownership, voting, profit sharing and what happens when a member leaves. The California Secretary of State says an LLC is required to have one and that it isn't filed with the state.

Publication requirement: A rule that a new LLC must publish notice of its formation in designated newspapers. New York's Department of State says an LLC that doesn't publish within 120 days has its authority to do business suspended.

Registered agent: The person or company designated to receive lawsuits and official state mail for an LLC (legal papers of this kind are called service of process). The California and Texas Secretaries of State both say an entity can't serve as its own agent. Texas adds that failing to maintain one risks involuntary termination, and Florida's Sunbiz lists $25 to change a registered agent.

Registered office: The physical street address where the registered agent accepts service of process. It appears on the public record, which is one reason some owners use a commercial agent's address instead of their own.

Resident agent: Michigan's term for a registered agent. The role is the same, and only the label differs.

Revocation: The state withdrawing an entity's authority. The term usually applies to an LLC registered from another state rather than one formed there. Michigan's LARA lists revocation, alongside dissolution and loss of good standing, as a consequence of failing to file.

Statement of information: California's recurring report. The California Secretary of State lists a $20 fee, due within 90 days of registration and then every two years. The office says that failing to file causes suspension or forfeiture.