Are there requirements I must follow when choosing a name for my corporation or LLC?

Yes. Each state has different requirements (we can guide you through the specifics for your state), but generally speaking, your name must be different than all others on file in the state in which you wish to incorporate. Additionally, your name generally cannot contain certain words that suggest an association or affiliation with the federal government, and must end with a corporate designator (i.e. “Corporation”, “Inc.”, “Ltd.”, etc.)

I am forming an LLC in New York. Why do I need your services?

New York State is one of a handful of states that requires LLCs (and certain other corporate entities) to publish an announcement of their formation in the county of their principal business location. The specific publishing requirements are complex, and failure to comply to the letter could prevent you from doing business in New York. Attention to detail and a thorough knowledge of the law are essential for success.

What does New York’s LLC publication process involve?

In New York, you must publish a notice of formation in two newspapers – a daily and a weekly – in the county of your principal business location. Each notice must run for six weeks in newspapers approved by the county clerk for this purpose. When the six weeks are complete, the newspapers send you Affidavits of Publication, which are then forwarded with the Certificate of Publication to the Office of the Secretary of State for filing. The entire process must be completed within 120 days from the date of formation. Notably, Windsor Publishing completes the process within 10 weeks of receiving your work – guaranteed.

I want to form a Corporation in Delaware. What paperwork is required by the Delaware Secretary of State?

The Delaware Secretary of State requires anyone forming a corporation in Delaware to file a Certificate of Incorporation, which includes information on the corporation’s name and address, name of incorporator, number of shares the corporation is authorized to issue, name of registered agent, etc. You are not required to file corporate bylaws with the Secretary of State, although we highly recommend you create bylaws and keep them on file in your primary place of business.

I am forming an LLC in Texas, and I was told I needed to file a Certificate of Formation. What is involved in that process?

Texas requires anyone forming an LLC in that state to file a Certificate of Formation with the Texas Secretary of State. This document includes the LLC’s name; certain details on the LLC’s management; and information about the LLC’s registered agent, governing person(s) and organizer, among other things. We can handle the filing and submittal process for you in a timely and cost-efficient manner.

When forming a corporation in California, how do I make sure my corporation’s name is acceptable, and how do I reserve it?

California offers free preliminary availability checks for new corporation names. To take advantage of this, you must complete a Name Availability Inquiry and mail it into the California Secretary of State’s office. We can assist with name availability searches and performing the inquiry on your behalf. Notably, California allows you to reserve a new corporation name for up to 60 days. Again, we can handle this process for you as it can become a rather involved process.

Establishing a Single-Member LLC in New York State

21 Tuesday, December, 2022

Many people assume that if your business has only one member, namely you, that you must establish your business as a sole proprietorship. However, that is not the case. To protect your personal assets from business losses and operate as a reputable business, a single-member LLC may be the best legal entity for your business.

If you live and intend to operate in New York State, it is most likely to your advantage to form your LLC within your home state. While some start-ups find tax advantages by setting up their business entity in another state, you can save yourself a lot of problems, such as multi-jurisdictional legal issues and costs associated with out-of-state business registrations, by establishing your LLC in New York.

Advantages of a Single-Member LLC

There are several advantages to setting up your business as an LLC, including:

• Limited liability protection from business losses
• Low maintenance requirements
• Flexibility to add or remove members
• Flexible tax options
• Greater credibility with banks and vendors

Steps for Setting Up Your Single-Member LLC

1. Select a name. Make sure it is unique, and not similar to another registered New York business. You can check with the New York Department of State to make sure your business name is available. Also think in terms of how well your business name will perform when people search online for services.

2. Create your Articles of Organization and file them with the New York Department of State. You must also submit a filing fee at the time of filing.

3. Fulfill the state’s publication requirements. You must publish notice of the formation of your LLC in two newspapers, in the county of formation, and the ad must run for six consecutive weeks. Publication must take place within 120 days of filing. Details can be found on the New York Department of State website.

4. Create an Operating Agreement. While this is not a legal requirement, an operating agreement will provide a blueprint for your business operations.

Obtain any necessary local licenses and permits.

Paying Taxes

By default, a single-member LLC is taxed based on profits, and taxes are filed on the owner’s personal tax return, using schedule C.

Business losses can also be claimed on your personal tax form, and you can write them off, along with LLC formation fees and other startup costs. However, you can choose to be taxed as a corporation by filing the appropriate forms with the IRS.

Adding Members

Adding and removing members to your LLC is governed by the provisions of your Operating Agreement. New members can be added by having them sign onto the Operating Agreement.

Getting the Ball Rolling

Even though a single-member LLC is a fairly simple business entity, there are a lot of legal details involved in getting set up. You can speed up the process and take the guesswork out of forming your LLC by using one of Windsor’s easy packages.

We will help you with all the details of naming your business, filing, and fulfilling the state’s publication requirements, so you can concentrate on building a successful business.

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