Table of Contents
Disclaimer: We are NOT tax professionals or lawyers; we recommend consulting with a tax professional or lawyer for any advice specific to your situation or before making any big decisions.
In post 2.2.3 (step 4), we introduced the Articles of Organization, if you haven’t read post 2.2.3 start there. The Articles of Organization (AOC), also known as the Certificate of Formation (COF), is the document filed with the state government to officially form an LLC. In this post, we’ll cover what you need prior to filing and the detailed steps to file your Articles of Organization.
Prerequisites to Filing
To avoid having to start and stop, below is a list of information you will need before starting:
Understand your state’s requirements (here is a link to all of the Secretary of State websites)
Unique LLC Name (see step 2 in post 2.2.3)
Registered Agent (see post 2.2.4 for detailed requirements & instructions)
Credit card (online) or check (mail) to pay fee (it was $200 to file and $20 to file online in Washington)
Steps to File Your Articles of Organization
Each state follows a slightly different process (here is a link to all of the Secretary of State websites) to check your requirements, but most states request the same information - we’ll outline the steps we took in Washington state.
Step 1: Navigate to your secretary of state office website (here is a link to all of the Secretary of State websites)
Step 2: Login or create an account
Step 3: Select the Create or Register a Business
Step 4: Select which type of entity you would like to set up
Step 5: Check if you have a UBI number (you probably don’t have this already) - if you already have a Unique Business Identifier you can expedite the process and add that now, but if not you will receive your UBI after you complete your application
Step 6: Input your unique business name (see step 2 in post 2.2.3 for more information)
Step 7: Input your registered agent (see post 2.2.4 for detailed requirements & instructions)
If you selected to be your own registered agent, input your information
Step 8: Check if you have a Certificate of Formation (the answer is likely no)
Step 9 (optional): Add in any special rules, agreements, or conditions that you want to establish for your LLC - we didn’t add any provisions and instead included them in our operating agreement (see post 2.2.7) to learn more about operating agreements)
Step 10: Input your Principal Office information - The Principal Office refers to the main physical location where the business conducts its operations or where its official business records are maintained.
This is the address where the LLC can receive official mail (this can be the registered agent address)
Keep in mind that the principal office address you provide will become part of the public record for your LLC. This means that it will be accessible to anyone who searches for information about your business through the state's business registry
If the principal office address of your LLC changes in the future, you'll need to update this information with the state by filing an amendment
Step 11: Select the Business’s Duration (period of time the LLC will operate), options include:
Perpetual Duration - intended for the LLC to operate indefinitely
Specific Duration - intended for finite duration (example: 10 years)
Step 12: Select your effective date for the business (immediate or future date) - the date that the LLC officially come into effect and the entity is legally recognized by the state
Fully think through your business timeline as the effective date can impact tax filings. Examples of tax implications when deciding to have your effective date at the end of the year or wait for the 1st of the year:
Partial Year Reporting: Starting the business in mid-December may require filing taxes for a partial year, which would involve additional administrative work
Expense Deductions: Beginning the business in December allows you to start deducting startup expenses immediately, while waiting until January means these expenses would be deducted in the following tax year
Tax Planning Opportunities: Starting the business at the beginning of a new tax year offers a clean slate for tax planning and may allow for more strategic decision-making regarding income recognition, deductions, and credits.
Step 13: Input executor - individual responsible for completing and submitting the Articles of Organization - if you’re following this, it’s probably you, but can be an authorized representative (e.g., attorney, etc.) - Nick was our executor
Step 14: Input governors (members & managers) of the LLC
Members: owners of the company, members can be individuals, other companies, or trusts
Managers: people who oversee the day-to-day operations of the business, the members typically delegate authority to the managers to run the company (usually for large companies)
Don’t forget to add all members of your LLC at this point otherwise you will have to pay to do an amendment - Nick did this and it cost us $10.
Step 15: Input nature of business - primary activities or purposes of the business - we selected lodging
Step 16: Add return address for this filing, upload any additional documents (we didn’t have any), and opt-in for emails
Submit!
Step 17: add articles or organization & Unique Business Identifier (UBI) to your Google Drive (or location where you store business documents) - see post 2.1 for recommended folder structure
Receiving Your Unique Business Identifier
After filing, the state will review your Articles of Organization and process your application. Processing times vary by state but can range from a few days to several weeks. Once approved, you will receive confirmation of your LLC's formation, often in the form of a Certificate of Organization or similar document.
Once you file, your state will provide you with a Unique Business Identifier (UBI), which is a unique identifier assigned by state governments to identify a business entity within their jurisdiction. Depending on your state, a UBI can also be called an Entity ID or Business ID. The UBI is typically used for administrative purposes within the state, such as business registration, licensing, and regulatory compliance.
In the next post (post 2.2.6), we’ll cover how to get your EIN.
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