Drafting and Filing Documents
Depending on the kind of legal structure you choose for your business, you may be required to file certain documents with the state. For instance, anyone forming a limited partnership will have to file a certificate of limited partnership, which includes personal information about each of the partners. Sole proprietorships, meanwhile, have no such requirements. A summary of the filing requirements for each kind of legal structure are listed below.
There are no states that require a sole proprietorship to file organizing documents with the state. However, before you are up and running, you should make sure that you have any necessary licenses or permits and that you are entitled to use the name that you choose for the business.
There are no states that require a general partnership to file organizing documents with the state. However, before you are up and running, you should make sure that you have any necessary licenses or permits and that you are entitled to use the name that you choose for the partnership. It is also wise to draft a partnership agreement outlining the rights and responsibilities of the various partners.
It is important to have a limited partnership agreement setting out the partners' rights and responsibilities. Each state also requires a limited partnership to file a Certificate of Limited Partnership, usually with the Secretary of State. Generally, states require the certificate to include the name of the limited partnership (including initials or some other designation that makes the public aware that the business is a limited partnership). The name and address of each general partner, a mailing address for the limited partnership, and the latest date the limited partnership will dissolve.
Remember, if you fail to strictly adhere to the state's requirements for forming a limited partnership, your limited partners may be exposed to personal liability for the limited partnership's debts and obligations. Finally, if you are going to do business in other states, it is important to meet their requirements as well.
A corporation must be set up according to the laws of the state of incorporation. Articles of Incorporation containing the corporate name, the purpose of the corporation, the number of shares the corporation is authorized to issue (and the classes of stock if a "C" corporation), the address of the registered office, the name of the registered agent, and the names and addresses of each person forming the corporation ("the incorporators"). Before the corporation actually comes into existence, the incorporators will need to draft by-laws and hold an initial meeting of the incorporators and directors (Board of Director's meeting) where officers will be elected.
Limited Liability Company
A limited liability company must file Articles of Organization with the state. Most states require this document to include the name of the limited liability company (including initials or some other notation that the company is a limited liability company), the period of duration (some states permit perpetual duration), the name and address of the registered agent, and the address of the principal office. Usually, a limited liability company has an operating agreement, similar to a general partnership, but this does not need to be filed with the state. Although most states allow one member limited liability companies, a few still require at least two members.
Whichever Business Form You Choose, Get Professional Legal Help
The type of legal structure you choose for your business will determine how you pay taxes, how the business is organized, your liability as an individual, and other factors. In order to ensure the right structure for your business, consider speaking with a business and commercial law attorney licensed to practice in your state.
See FindLaw's Incorporation and Legal Structures section for more articles and resources.
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