How will BBD use my contact information?
Ans: The information you provide is used to filing your free LLC on a state and federal level. This information is kept private and not shared with anyone.
How Should I name my business?
Ans: Your business name is a very important part of your business. A business name should be professional and not product or service specific as your products or services may change. For privacy reasons it is recommended not to use your last name, it also makes your business appear small and less credible. Consider using a unique word or your initials for the first word and then add a professional yet vague ending like enterprises, unlimited, global, etc. Having a vague yet professional name will not narrow you down to a paticular product and service and you can always file a DBA name to identify what your company does.
What if none of my company name choices are available?
Ans: In the event that none of you alternate company names are available, an LLC coach from BBD will contact you and help you choose an available company name that you like.
What are the state requirements for company names?
Ans: Each state has different regulations for naming your company. Some words can not be used in your company's name (such as university) while some state require certain words to be present in your company's name (such as LLC or variations of LLC.) To see your state's requirements or restrictions when naming your LLC click here
Once filed, can I change my company's name?
Ans: After you have formed an LLC you can change its name at any time. Simply file articles of amendment with your state. BDD can help you with amendment filings.
Can I conduct business under any other name besides the one filed with the state for my company?
Ans: Yes you can. But usually this requires you to file an additional D.B.A. (doing business as, a.k.a assumed name, trade name, or fictitious name) with the state of formation. D.B.A.s stand for "Doing business as" and are most often obtained by sole proprietors to lull themselves with a false sense of security, by not having to use their real name on their business cards.
When forming an LLC you automatically protect yourself with privacy and limited liability. However there are still some advantageous to filing a DBA under your LLC. If your company does business or collects money under a different name than the LLC you should obtain a DBA. (For example, if you want to deposit some checks into your LLC's account, but the checks are made out to you personally, and not the name of the LLC, you might need to obtain a DBA as your real name under the LLC.)
Can I keep my business address private?
Ans: Many states don't require business addresses to be filed with the articles of formation. If you want to keep your address out of public record, feel free to leave the business address section blank. BDD evaluates each states business address requirements prior to filing, and if there are any conflicts an LLC coach will contact you prior to filing your papers.
Does my company's address have to be in the same state as its formation?
Ans: The majority of states do not require business addresses to coincide in their state. BDD evaluates each states business address requirements prior to filing, and if there are any conflicts an LLC coach will contact you prior to filing your papers.
What if I have a physical office location in another state than the state of formation?
Ans: If your company is located and conducting business in another state than the state of formation, the states where your company is located and doing business require "a foreign qualification" and a registered agent to be present in their state. Each state has varying laws and fees for LLC's. Most LLC owners take the simplest and most cost effective route by filing in the state they are doing business in (which is usually their home state.) You can form your LLC in another state for tax saving and asset protection purposes but that requires you to file your LLC as a "foreign qualification" in any other state you do business in.
Since Corporate Laws vary from state to state, your LLC or Corporation is only considered domestic within the state the company was formed in. LLCs and Corporations that conduct business outside of the state they formed in are usually required to file as Foreign company or a foreign corporation. For example, if you operate a small business out of California, but incorporate in Nevada for tax savings and asset protection, you would probably have to file as a foreign LLC doing business in California, which is essentially getting permission from the state of California to conduct business in their state.
What is a Registered Agent?
Ans: A registered Agent is a representative of your LLC who provides your business with a physical address and is present during business hours to receive legal documents on your LLC's behalf, such as court summons, tax notifications, etc. States require you to designate a registered agent at the time of formation.
Do I need a registered Agent?
Ans: The number one reason to form an LLC is for limited liability, so yes, if you want to maintain your protection, you do need a registered agent. A registered agent ensures privacy and protection for your company. Your registered agent's name and address go onto your articles of organization and since they represent your company, generally it is your registered agent's name and address that becomes public record.
Furthermore, corporate law requires your business to have a legit physical address (we strongly urge you to never use your home address for privacy and protection reasons, and a P.O. Box does not qualify) as well as a representative to be present at your business address between the hours of 9a.m. to 5 p.m. Monday thru Friday. Not fulfilling these requirements can warrant the state to revoke your business license or allow your corporate veil to be pierced in the event of a law suit.
What can happen if a registered agent is not properly designated at the time of formation?
Ans: Properly designating a registered agent is one of the main legal requirements when filing for formation with the secretary of state. Without a proper registered agent, the state will not process your request for formation.
If your company fails to maintain the registered agent guidelines your company could be suspended or revoked by the state. Furthermore, failing to coincide with registered agent guidelines could qualify your company to civil, financial, and even criminal sanctions. If your company is found to be negligent in their registered agent services you business will lose its status of "good standing" with the state. Losing your status of good standing could disqualify you from conducting business in the state. Additional filing and charges are required to get your good standing status back.
Can my LLC act as its own registered agent?
Ans: No it cannot. A registered agent must be a legal adult individual. Most successful businesses hire an independent service provider to act as their registered agent. They do this for many reasons:
To protect the company owner's privacy: The personal information of the registered agent is required by most states in the articles of formation. When business owners act as their own registered agents they surrender their anonymity, making them easier targets to sue.
Additionally, registered agents are required to be present so they can be served with court documents in case someone wants to sue the company. Any company that has customers or clients present at their business location does not want to risk the embarrassment or loss of credibility in the chance that they are served in front of their clients.
Lastly, having a registered agent representing your company during normal business hours means your free to network and conduct business outside of your office.
Why can't I list my P.O. Box as my business’ address?
Ans: Corporate law mandates you have a registered agent available to receive or sign for legal documents and since many legal documents are delivered by hand and not by mail, a physical address is necessary.
What is annual auto renew?
Ans: Annual auto renew ensures that you experience NO SERVICE INTERRUPTIONS. For your convenience we will automatically renew your service (note: annual auto renew applies to the following products: Registered Agent Service, and LLC Shield.). Upon placing your order and providing payment, you will agree and consent to the automatic renewal of the selected service each year. If you choose to cancel your service and discontinue automatic annual billing, business development division must receive your written notice of cancellation at least 30 days before the next renewal term.
Who constitutes a member of my LLC?
Ans: A member of your LLC can be a person or a business entity, such as a corporation or another LLC. Usually the member serves the LLC by contributing capital or other services, has a right to vote in the company and owns shares of the company’s profit. Members of an LLC are usually included in the Articles of Organization and/or the Operating Agreement.
Can the member list be revised or updated?
Ans: After you initially organize your company, you are permitted to either add or remove members with the approval of the other members. However, permission to do so should be included in the operating agreement to avoid complication. If changes are made to the members of your company, you should inform the state of this development either through an annual report or by filing an Article of amendment. (Insert Pitch)
Is a member considered an employee? Is an employee a member?
Ans: While a member can be an employee of the company, they do not necessarily have to be. These two titles are completely separate roles, which may or may not be filled by the same person. Likewise, no employee becomes a member of the company by default, but must be appointed to such a role.
What else can my company use as capital contributions besides cash?
Ans: Entities or individuals can contribute equipment, property, vehicles, or their services. Note that when contributing services in exchange for shares in a company, the exchange is considered compensation by the IRS which might affect taxes.
When must members make their contributions?
Ans: There are very few states (Nebraska and Wyoming) that require the details of capital contributions in the Articles of Organization. Usually members can make contributions at anytime following the provisions laid out in the operating agreement.
Can members contribute different amounts?
Ans: Yes. Usually the percentage of company shares given to a member is proportional to the percentage of the company's capital that they contributed.
How does percent interest work?
Ans: The percent interest details what percent of the company's profit goes to what member. Percent interest is usually given in proportion to a member's capital contribution. Percent Interests are outline in the operating agreement
What is an EIN?
Ans: An EIN stands for Federal Employee Identification Number. It is also known as a Tax Identification Number (TIN.) An EIN acts like a social security number for your LLC or Corporation. It is a 9 digit number issued by the IRS for tax identification purposes. Your LLC needs an EIN to file taxes, establish business credit, open its own bank account, hire employees, etc.
What is "employee estimates?"
Ans: An estimation of the number of employees your company intends to employ, their wages, and the dates of their pay day, etc. Employee estimates are required when filing for an EIN.
What is the principal business activity?
Ans: The IRS wants to know what type of business you are conducting, therefore they require you to report your principal business activity code, such as consulting, sales, etc. on your federal tax forms.
When does my company's fiscal year end?
Ans: It's up to you. You can elect to be taxed by the calendar year, or under the advisement of a tax consultant, you can choose to be taxed on a different fiscal schedule.
Does my LLC expire?
Ans: Years before states required companies to declare a date that would automatically dissolve the LLC when they filed for organization. However, the majority of states no longer require a set termination date, providing your LLC with "perpetual duration."
What is the "Accrual Basis" of internal accounting?
Ans: With the Accrual Basis, unlike the Cash Basis option, both income and expenditures are declared on the date they are earned (even if a payment is yet to be received or paid.)
What is an S-Corporation?
Ans: An S corporation is a regular corporation that has elected "S corporation" tax status. Forming an S corporation lets you enjoy the limited liability of a corporate shareholder but pay income taxes as if you were a sole proprietor or a partner.
In a regular corporation (also known as a C corporation), the company itself is taxed on business profits. The owners pay individual income tax only on money they receive from the corporation as salary, bonuses, or dividends.
By contrast, in an S corporation, all business profits "pass through" to the owners, who report them on their personal tax returns (as in sole proprietorships, partnerships, and LLCs). The S corporation itself does not pay any income tax, although an S corporation with more than one owner must file an informational tax return, like a partnership or LLC, to report each shareholder's portion of the corporate income.
Why Elect S-Corporation Status?
Ans: Operating as an S corporation is a good idea:
· Forming an S corporation generally allows you to pass business losses through to your personal income tax return, where you can use it to offset any income that you (and your spouse, if you're married) have from other sources.
· When you sell your S corporation, your taxable gain on the sale of the business can be less than it would have been had you operated the business as a regular corporation.
· S corporation shareholders are not subject to self-employment taxes (active LLC owners are). These taxes, which add up to more than 15% of your income, are used to pay your Social Security and Medicare taxes.
Aside from the benefits, S corporations impose strict requirements. Here are the main rules:
· Each S corporation shareholder must be a U.S. citizen or resident.
· S corporations may not have more than 100 shareholders.
· S corporation profits and losses may be allocated only in proportion to each shareholder's interest in the business.
· An S corporation shareholder may not deduct corporate losses that exceed his or her "basis" in corporate stock -- which equals the amount of the shareholder's investment in the company plus or minus a few adjustments.
· S corporations may not deduct the cost of fringe benefits provided to employee-shareholders who own more than 2% of the corporation.
Why is a LLC Corporate Kit Important?
Ans: It is important that your company respects the various legal requirements, in particular, those concerning director and shareholder meetings. It is also necessary that your company retains its corporate documents within a permanent register. Consequently, it is advantageous that all corporate documents, especially those coming from the State (e.g. Articles of Organziation) that those which you prepare (e.g. by-laws, minutes, etc...), are retained in such a register.
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