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Thread: LLC help

  1. #1
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    LLC help

    I filed an articles of organization for an LLC in Minnesota in Aug. of 2004 and have now learned that I accidentally filled in 1 year as the "desired duration."

    So, it has expired now and I was told that I would have to file a new articles of organization which isn't fun because I have to pay the fee again.

    First question: Could I get by with a reinstatement (much cheaper than the new articles of organization)?

    Second question: I don't do business in any particular state and don't have any "real offices" - I run a content site. If I can't just do a reinstatement can't I file in a different state where it would be cheaper? I've heard that filing in Nevada (or somewhere in the Southwest) is much cheaper than normal. I also know that filing in Delaware has more advantages than other states - what are these advantages?

    Thanks

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    SitePoint Wizard dreamscape's Avatar
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    You must have a Registered Agent within the state you choose to incorporate. That is someone with a street address within the state that can accept legal documents on the company's behalf during normal business hours.

    If you're a single member LLC, this is probably you if you register in your own state where you live. If you want to register in another state, then you'll need to solicit someone or some company that provides registered agent services. I think this usually runs $100 a year or more, but I'm not sure as I haven't seen too many places offering this service.

    Delaware is popular among corporations because it has a corporate tax rate lower than that of most other states. As a single member LLC, unless you elect to file and be taxed as a C corporation, the IRS and state governments see you as a sole proprietor for tax purposes; so you pay self-employment tax and not corporate tax. Most (if not all) of the corporate tax advantages of certain states don't apply to LLCs and S Corps (unless you elect to be treated as a C Corp).

    Some states do have lower filing fees, but you have to weigh that against the costs of a registered agent. For a single member LLC or a small company, in the end it is probably easier and cheaper to just incorporate in your home state.

    I however find it a little bit odd that Minnesota requires a duration term. Most states put this in place because of old IRS tax laws, but under new laws it is not necessary. Most states have simply removed the question altogether. Are you sure it is required? I know it doesn't help now, but you may want to check on that and just leave it blank for an indefinite term (if Minnesota allows that, though there is no reason they should still require a duration term).

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    Thanks for the reply.

    The form does allow you to leave the duration period blank (perpetual duration is assumed by law), I just misinterpreted what this was saying. Quite a costly mistake as it will be $135 to file a new article of organization form.

    I canít believe this is what Iím going to have to do.

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    Alright, I got that all taken care of and I'm official again. One other quick question - I wouldn't have to file for another EIN would I? My Business name and everything else is exactly the same as before.

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    Word Painter silver trophy Shyflower's Avatar
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    Quote Originally Posted by Bjorn2404
    I filed an articles of organization for an LLC in Minnesota in Aug. of 2004 and have now learned that I accidentally filled in 1 year as the "desired duration."

    So, it has expired now and I was told that I would have to file a new articles of organization which isn't fun because I have to pay the fee again.

    First question: Could I get by with a reinstatement (much cheaper than the new articles of organization)?

    Second question: I don't do business in any particular state and don't have any "real offices" - I run a content site. If I can't just do a reinstatement can't I file in a different state where it would be cheaper? I've heard that filing in Nevada (or somewhere in the Southwest) is much cheaper than normal. I also know that filing in Delaware has more advantages than other states - what are these advantages?

    Thanks
    I recently applied to have my corporation re-instated and the cost was minimal ($35.00). However, renewal is yearly in Minnesota. If you go two years without renewing, they dissolve your corp.

    You can do it right online at the Secretary of State's office if you know your original file number.
    Linda Jenkinson
    "Say what you mean. Mean what you say. But don't say it mean." ~Unknown

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    Right, I got that all settled out.

    The new question is about the EIN now.

    Quote Originally Posted by bjorn2404
    Alright, I got that all taken care of and I'm official again. One other quick question - I wouldn't have to file for another EIN would I? My Business name and everything else is exactly the same as before.

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    Life is short. Be happy today! silver trophybronze trophy Sagewing's Avatar
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    Quote Originally Posted by dreamscape
    As a single member LLC, unless you elect to file and be taxed as a C corporation, the IRS and state governments see you as a sole proprietor for tax purposes; so you pay self-employment tax and not corporate tax.
    Wow, I have never heard of this rule. Is this true for LLC's in all states?
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    Word Painter silver trophy Shyflower's Avatar
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    Quote Originally Posted by Bjorn2404
    Right, I got that all settled out.

    The new question is about the EIN now.
    Should be.
    Linda Jenkinson
    "Say what you mean. Mean what you say. But don't say it mean." ~Unknown

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    SitePoint Addict Philky's Avatar
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    Quote Originally Posted by dhecker
    Wow, I have never heard of this rule. Is this true for LLC's in all states?
    The IRS is a federal entity, so it will be the same in all states. As for state taxes, I wouldn't know.

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    SitePoint Zealot chihpih's Avatar
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    Quote Originally Posted by dreamscape
    You must have a Registered Agent within the state you choose to incorporate. That is someone with a street address within the state that can accept legal documents on the company's behalf during normal business hours.
    can a po box be used as a registered agent? and is it ok to use a pobox as your mailing address of an llc if you dont have a physical office location?
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    Quote Originally Posted by Shyflower
    Should be.
    So you're saying it shouldn't be a problem right?


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