INCORPORATION OF LIMITED LIABILITY COMPANY
- A limited liability company is a separate entity, which may sue and be sued in its own name.
- A limited liability company may take property or any interest in property of any description by gift, devise, or bequest and may make donations for the public welfare or for charitable, scientific, or educational purposes, but not in contravention to its articles of organization.
- A limited liability company may also have the following authority unless otherwise provided by its articles of organization:
- Purchase or otherwise acquire, lease as lessee or lessor, invest in, hold, use, encumber, sell, exchange, transfer, and dispose of property of any description or any interest in property of any description;
- Make contracts;
- Form or acquire the control of other domestic or foreign limited liability companies;
- Be a shareholder, partner, member, associate, or participant in other profit or nonprofit enterprises or ventures;
- Conduct its affairs in this state and elsewhere
- Guarantee or secure obligations of any person
- Borrow money
- Buy shares and stocks
- Issue, sell, and pledge its notes, bonds, and other evidences of indebtedness
Do all things permitted by law and exercise all authority within or incidental to the purposes stated in its articles of organization.
- To incorporate a limited liability company it requires the following steps to be followed:
- Application for availability of name and reserving a name
- Filing certificate of organization
- Obtaining the Certificate to commence
- The name of each limited liability company as set forth in its certificate of organization:
- shall contain the words ""limited liability company'', ""limited company'', or the abbreviation ""L.L.C.'', ""L.C.'', ""LLC'' or ""LC''
- may contain the name of a member or manager; and
may not be the same as, or deceptively similar to the name of any corporation, limited partnership or limited liability company reserved or organized under the laws of the commonwealth or licensed or registered as a foreign corporation, foreign limited partnership or foreign limited liability company in the commonwealth, except with the written consent of said corporation, limited partnership or limited liability company previously filed with the state secretary.
Reservation of exclusive right to name
- The exclusive right to the use of a name may be reserved by:
- any person intending to organize a limited liability company and to adopt such name;
- any domestic limited liability company or any foreign limited liability company registered in the commonwealth which, in either case, intends to adopt such name;
- any foreign limited liability company intending to register in the commonwealth and adopt such name; and
- any person intending to organize a foreign limited liability company and intending to have it register in the commonwealth and adopt such name.
- The reservation of a specified name shall be made by filing with the state secretary, an application, executed by the applicant, specifying the name to be reserved and the name and address of the applicant.
- If the state secretary finds that the name is available for use by a domestic or foreign limited liability company, he shall reserve the name for the exclusive use of the applicant for a period of thirty days.
- The state secretary may extend the reservation for an additional thirty days upon written request of the applicant.
- The right to the exclusive use of a reserved name may be transferred to any other person by filing in the office of the state secretary a notice of the transfer executed by the applicant for whom the name was reserved. Certificate of Organization
- In order to form a domestic limited liability company, one or more persons must execute a certificate of organization.
- The certificate of organization shall contain the following:
- the federal employer identification number, if available;
- the name of the limited liability company. The name of the LLC:
- must contain the words "limited liability company", "limited company" or the abbreviation L.L.C., L.C., LLC or LC;
- may contain the name of a member or manager;
- cannot be the same or deceptively similar to the name of any corporation, limited partnership or limited liability company reserved or organized under the laws of the Commonwealth or licensed or registered as a foreign corporation, foreign limited partnership or foreign limited liability company in the Commonwealth, except with the written consent of the corporation, limited partnership or limited liability company.
- the street address of the office in the Commonwealth at which its records will be maintained;
- the general character of its business, and if the limited liability company is organized to render a professional service, the service to be rendered,
- the name and address of each member or manager who will render a service in the Commonwealth, and a statement that the limited liability company will abide by and be subject to the provisions of liability insurance required
- the latest date of dissolution, if specified;
- the name and business address of the agent for service of process required to be maintained;
- the name and business address, if different from the office location, of each manager, if any; and
- the name and business address, if different from the office location, of any person in addition to the manager, who is authorized to execute documents to be filed with the Corporations Division, and at least one person shall be named if there are no managers.
- The registration may, in addition, include:
- the name and business address, if different from the office location, of the person(s) authorized to execute, acknowledge, deliver and record any recordable instrument purporting to affect an interest in real property; and
- any other matters the authorized persons determine to include therein.
- The certificate must be signed by the person forming the LLC.
- A limited liability company is formed at the time of filing of the certificate of organization with the Corporations Division or at any later time specified in the certificate of organization.
The fee for filing a certificate of registration is five hundred dollar ($500.00).
Certification of authority to act for limited liability company
Section 67. Any person who is identified on the certificate of organization, as amended, of a domestic limited liability company, or on the application for registration, as amended, of a foreign limited liability company, as a manager or as a person who is authorized to execute any documents to be filed with the office of the state secretary, may certify as to the incumbency of any manager or member and as to the authority of any person, whether or not such person is identified on the certificate of organization or on the application for registration, to act for the limited liability company, including without limitation with respect to the matters referred to in section sixty-six, and any such certification shall be binding on the limited liability company in favor of a person relying in good faith on such certification, notwithstanding any inconsistent provisions of the operating agreement, side agreements among the members, the managers or both, by-laws or rules, resolutions or votes of the limited liability company.