Formation Service Terms, Explained

How to use this glossary

Terms are listed alphabetically, each with a plain definition first. Where a state publishes a fee, deadline or consequence, the official source is named in the text and the full link appears in Sources.

Administrative dissolution

A state's termination of an LLC on its own initiative, rather than by the owners' choice. Georgia's administrative rule 590-7-22 says failing to file the annual registration risks it, and Michigan LARA lists dissolution among the consequences of missing the annual statement. The Texas Secretary of State's registered agent FAQ uses the term involuntary termination, warning that it is a risk for an entity that fails to maintain a registered agent.

Annual registration

Georgia's yearly report, which the Secretary of State's filing guide lists at $60 online or on paper, due by April 1, and fileable from January 1 and up to three years in advance. Under rule 590-7-22, a new LLC files its first one between January 1 and April 1 of the year after formation. Late filing adds a $25 penalty, and an amended registration costs $30.

Annual report

The general term for the periodic filing that keeps an LLC's details current on state records, and Florida's name for it. The Sunbiz fee schedule lists $138.75, or $538.75 (including a $400 late penalty) if received after May 1, and $50 for an amended annual report.

Annual statement

Michigan's annual report, due February 15 each year after organization, according to Michigan LARA. It costs $25, with a $50 penalty if received after February 15, and an LLC formed after September 30 skips the next February 15 statement. Failure to file can bring dissolution, revocation or loss of good standing.

Articles of Organization

The document filed to create an LLC in most states. Published state fees are $70 in California (Secretary of State), $110 in Georgia ($100 filing plus a $10 service charge, per the Secretary of State), $200 in New York (Department of State) and $125 in Florida ($100 filing plus $25 registered agent, per Sunbiz, which also lists $25 for Articles of Correction). Florida's filing instructions note that formation is governed by section 605.0201, Florida Statutes, and that the Division gives no legal advice.

Assumed name

A name a business operates under other than its legal name, often called a DBA ("doing business as"). The Texas Secretary of State lists $25 for an assumed name certificate.

Beneficial ownership information

Information about the people who ultimately own or control a company. Under the rule effective August 14, 2026, entities created in the United States are exempt from federal BOI reporting (FinCEN's beneficial ownership page). New York's LLC Transparency Act likewise applies only to LLCs formed under the law of a foreign country, according to the Department of State's beneficial owner disclosure page.

Biennial statement

New York's report filed every two years, which the Department of State lists at $9. It is separate from the annual filing fee on Form IT-204-LL, which the Department of Taxation and Finance sets at a $25 minimum and up to $4,500 based on New York source gross income.

Certificate of Formation

Texas's name for the document most states call Articles of Organization. The Texas Secretary of State lists a $300 filing fee plus a 2.7% convenience fee on card payments, and its formation FAQ notes that filing is available online through SOSDirect.

Certificate of publication

The New York filing showing that an LLC has met its publication requirement, listed by the Department of State at $50.

Certificate of status

A state document confirming an entity's existence and current status, sometimes called a certificate of good standing. Florida's Sunbiz schedule lists it at $5, and a certified copy of a filed document at $30.

EIN (Employer Identification Number)

The federal tax ID number the IRS assigns to a business. The IRS's EIN page says it is free directly from the IRS, warns against paying a third party for one, and says to form the entity with the state before applying.

Foreign qualification

Registering an LLC to do business in a state other than the one where it was formed, where it is treated as a "foreign" LLC. Fees and the activities that require qualification vary by state and are not listed here. Separately, the Texas Secretary of State's out-of-state entities page notes that Texas has no general business license.

Franchise tax

A state tax for the privilege of existing or doing business in a state, which in California takes the form of the Franchise Tax Board's $800 annual LLC tax. The FTB says the first year's tax is due by the 15th day of the 4th month after filing with the Secretary of State, that the first-year exemption has expired (it covered only tax years from January 1, 2021 to before January 1, 2024), and that a short form cancellation within one year avoids the first-year $800. Texas also has a franchise tax.

Good standing

The status of an LLC that is current on its required state filings and fees. Michigan LARA lists its loss among the consequences of missing the annual statement, and a certificate of status is the usual proof.

Manager-managed

An LLC run by one or more designated managers, who may or may not be members. The choice is recorded in the formation filing or the operating agreement, depending on the state.

Member-managed

An LLC run directly by its owners (members), each of whom can generally act for the business in ordinary matters.

Operating agreement

The members' internal agreement on ownership, management, voting and what happens when a member leaves. The California Secretary of State says a California LLC must have one and that it is not filed with the state.

Publication requirement

A rule that a new LLC publish notice of its formation, which New York imposes. The Department of State says failing to publish within 120 days of formation suspends the LLC's authority to do business, and that the articles must designate a county (each New York City borough corresponds to one). The LLC then shows it has published by filing a certificate of publication.

Registered agent

The person or company designated to receive legal papers (service of process) and official notices for the LLC at an in-state address. The California and Texas Secretaries of State both say an entity cannot act as its own agent, and Texas adds that failing to maintain one risks involuntary termination. Florida's Sunbiz schedule lists $25 to change registered agents.

Registered office

The in-state street address where the registered agent receives legal papers, which can differ from where the business actually operates.

Resident agent

Michigan's term for a registered agent, with the same role of receiving legal papers and official notices for the LLC.

Revocation

A state's cancellation of a filing or authority, most often a foreign LLC's authority to do business there. Michigan LARA lists revocation among the consequences of failing to file the annual statement.

Statement of information

California's recurring report, which the Secretary of State lists at $20, due within 90 days of registration and then every two years. The Secretary of State's status definitions say failing to file can lead to suspension or forfeiture.

State fees and provider fees

Every figure on this page is a government charge. A formation service adds its own fee on top, and a provider's first-year price only means something beside its renewal price, so neither appears here.