LLC Fee and Filing Terms, Explained

Administrative dissolution

This is when the state ends an LLC's existence on its own initiative, because the LLC stopped meeting a recurring obligation such as its periodic report. Georgia's Secretary of State rules say an LLC that fails to file its annual registration risks administrative dissolution. Michigan's Department of Licensing and Regulatory Affairs (LARA) also lists dissolution as a result of not filing the annual statement.

Annual registration

Annual registration is Georgia's name for the recurring filing that keeps an LLC in good standing, and the Secretary of State lists its fee at $60 online or on paper. It is due by April 1 and can be filed from January 1, up to three years in advance, and the Secretary of State's rules place a newly formed LLC's first filing between January 1 and April 1 of the year after formation. A late filing adds a $25 penalty, and an amended registration costs $30.

Annual report

This is the most common general name for the recurring filing that updates the state's record of an LLC and keeps it in good standing, due every year in some states and every two years in others (see annual registration, annual statement, biennial statement and statement of information for state-specific names). Florida's Division of Corporations (Sunbiz) fee schedule lists the annual report at $138.75, rising to $538.75 if received after May 1 because of a $400 late penalty. An amended annual report costs $50.

Annual statement

This is Michigan's term for the recurring filing. LARA sets the due date at February 15 each year after organization and the fee at $25, with a $50 penalty if received after February 15. An LLC formed after September 30 skips the next February 15 statement.

Articles of Organization

This is the document most states use to create an LLC, filed with the Secretary of State or the equivalent office. Published fees include $70 in California (Secretary of State), $110 in Georgia ($100 filing fee plus a $10 service charge, per the Secretary of State) and $200 in New York (Department of State). Florida's Sunbiz schedule puts the total cost of a new LLC at $125 ($100 filing fee plus $25 for the registered agent), and the Division notes that formation is governed by section 605.0201, Florida Statutes, and that it gives no legal advice.

Assumed name

An assumed name is a name an LLC does business 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. Other states set their own forms and fees.

Beneficial ownership information (BOI)

BOI is information identifying the people who own or control a company, reported to the Financial Crimes Enforcement Network (FinCEN) by companies the federal rule covers. FinCEN states that companies formed in the United States are exempt from BOI reporting. New York's LLC Transparency Act likewise applies only to LLCs formed under the law of a foreign country, and the Department of State confirms that US-formed LLCs are not required to file.

Biennial statement

This is New York's recurring filing, submitted every two years. The Department of State lists the fee at $9.

Certificate of Formation

This is Texas's name for the document that creates an LLC, the equivalent of Articles of Organization in other states. The Texas Secretary of State lists the filing fee at $300, with a convenience fee of 2.7% of the total fees when paying by card. You can file online through SOSDirect.

Certificate of publication

A New York LLC files this document to show it has met the publication requirement. The Department of State lists the filing fee at $50.

Certificate of status

This is an official document confirming that an entity exists on the state's records and is active. Some states call it a certificate of good standing or a certificate of existence. Florida's Sunbiz schedule lists a certificate of status at $5 and a certified copy of a filing at $30.

EIN (Employer Identification Number)

An EIN is the federal tax identification number the IRS assigns to a business. The IRS states that an EIN is free when you apply directly, and it warns against paying a third party for one. The IRS also says to form the entity with the state first and then apply.

Foreign qualification

Foreign qualification means registering an LLC formed in one state so it can do business in another ("foreign" here means out of state, not out of the country). The form name and fee differ by state, so this page states no general figure and each state's own fee schedule controls. The Texas Secretary of State notes, separately, that Texas has no general business license.

Franchise tax

A franchise tax is a charge for an entity existing or doing business in a state, levied in some states and not others, and California's Franchise Tax Board (FTB) charges an $800 annual LLC tax, with the first year's payment due by the 15th day of the fourth month after filing with the Secretary of State. The first-year exemption has expired (it covered only tax years from January 1, 2021 to before January 1, 2024), though the FTB notes that a short form cancellation within one year avoids the first-year $800. New York's Department of Taxation and Finance charges a related annual filing fee on Form IT-204-LL, ranging from $25 to $4,500 based on New York source gross income.

Good standing

An LLC is in good standing when it is current on its required filings and fees with the state. LARA lists loss of good standing as a result of not filing Michigan's annual statement, and the California Secretary of State's status definitions say that failing to file the statement of information leads to suspension or forfeiture.

Manager-managed

In a manager-managed LLC, the members appoint one or more managers to run the business. Managers can be members or outsiders. The operating agreement sets out their authority.

Member-managed

A member-managed LLC is run directly by its owners (the members) rather than by appointed managers. The operating agreement sets out how members share decisions.

Operating agreement

The operating agreement is the internal contract among an LLC's members, covering ownership, voting, profits and management. The California Secretary of State says an operating agreement is required and that it is not filed with the state.

Publication requirement

This is a rule that a new LLC must publish a notice of its formation. New York has one, and the Department of State says an LLC that fails to publish within 120 days has its authority to do business suspended. New York's articles must also designate a county, and each New York City borough corresponds to a county.

Registered agent

A registered agent is the person or company named to receive lawsuits and official state notices for an LLC, at a registered office in the state. The Texas Secretary of State says an entity may not serve as its own registered agent and that failing to maintain one risks involuntary termination. California calls the role "agent for service of process" and likewise says an entity cannot act as its own agent, while Florida's Sunbiz schedule lists a change of registered agent at $25.

Registered office

The registered office is the physical address in the state where the registered agent receives legal papers for the LLC. It appears on the state's public record.

Resident agent

This is Michigan's term for a registered agent. The role is the same: a designated recipient of legal papers and official notices for the LLC.

Revocation

Revocation is the state's withdrawal of an entity's authority or registration. LARA lists revocation, along with dissolution and loss of good standing, as a possible result of not filing Michigan's annual statement.

Statement of information

This is California's recurring filing, which the Secretary of State lists at $20. It is due within 90 days of registration and then every two years. Failing to file leads to suspension or forfeiture.