Words You Will Meet While Filing

Administrative Dissolution

The involuntary closure of a business entity by a state regulatory agency due to non-compliance with statutory requirements, such as missing annual filings or unpaid fees. In Georgia, for example, failing to file an annual registration risks administrative dissolution according to Georgia Secretary of State rules.

Annual Registration

A periodic filing required in certain states to keep state business registries updated with current corporate details. In Georgia, domestic LLCs pay an annual registration fee of $60.00 online or on paper, due between January 1 and April 1 of the year following formation according to the Georgia Secretary of State. Georgia permits filings up to three years in advance, charges a $25.00 late penalty for overdue submissions, and requires $30.00 to amend a registration.

Annual Report

A recurring compliance document submitted to a state government agency to verify active operational status, addresses, and owner details. Filing deadlines, state fees, and reporting forms vary across individual state jurisdictions. Failing to submit this required report can result in monetary fines or entity status suspension.

Annual Statement

The specific annual compliance filing mandated for business entities registered in Michigan. According to the Michigan Department of Licensing and Regulatory Affairs, the annual statement carries a $25.00 fee and is due by February 15 each year after organization. LLCs formed after September 30 skip the immediately following February 15 statement, but late filings incur a $50.00 penalty, and failure to file causes dissolution, revocation, or loss of good standing.

Articles of Organization

The foundational legal document submitted to a state government agency to officially form a domestic limited liability company in most states. The California Secretary of State requires a $70.00 filing fee for Articles of Organization. The Georgia Secretary of State charges $110.00, which includes a $100 filing fee plus a $10 service charge.

Assumed Name

An official alternate name under which a business operates instead of its legal entity name, commonly referred to as a DBA or trade name. In Texas, filing an assumed name certificate costs $25.00 according to instructions from the Texas Secretary of State.

Beneficial Ownership Information

Reporting requirements regarding individual owners and officers who control a business entity. Under federal regulations effective August 14, 2026, entities created in the United States are exempt from federal BOI reporting according to Financial Crimes Enforcement Network guidance. State transparency laws, such as the New York Transparency Act, apply exclusively to LLCs formed under the laws of a foreign country.

Biennial Statement

A mandatory compliance document submitted to state corporate registries once every two years rather than annually. States like New York use a biennial statement structure to update official business addresses and corporate leadership records.

Certificate of Formation

The state formation document used instead of Articles of Organization in select states, including Texas. The Texas Secretary of State charges a $300.00 filing fee for a Certificate of Formation through SOSDirect, with credit card payments carrying a 2.7% convenience fee. Texas does not issue or require a general state business license.

Certificate of Publication

A legal document submitted to state authorities proving that a business published notices of formation in local newspapers. This filing demonstrates compliance with state laws that require public notice following entity creation.

Certificate of Status

An official state document certifying that a business entity is legally authorized, active, and compliant with state filing rules. Frequently called a Certificate of Good Standing, it confirms that the entity has submitted required reports and paid state fees.

Employer Identification Number (EIN)

A unique nine-digit tax identification number issued by the Internal Revenue Service to identify business entities for federal tax tracking and banking. An EIN is $0 (free) directly from the Internal Revenue Service, and business owners should never pay a third party for an EIN. You must form the entity with the state before applying for an EIN.

Foreign Qualification

The formal legal registration required when an LLC formed in one state or jurisdiction intends to conduct business within another state. Completing foreign qualification grants the entity legal authorization to operate outside its home jurisdiction.

Franchise Tax

A state tax levied on business entities for the privilege of existing or transacting business within that state. The California Franchise Tax Board charges an annual LLC tax of $800.00, with the first-year payment due by the 15th day of the 4th month after filing with the Secretary of State. The former first-year $800 tax exemption applied only to tax years from January 1, 2021, to before January 1, 2024, and has expired, though a company can avoid the initial $800 tax by filing a short-form cancellation within one year of formation.

Good Standing

A state status indicating that a business entity has fulfilled all filing requirements, paid required fees, and remains authorized to conduct business. Losing good standing can prevent a company from securing business loans, executing contracts, or enforcing legal agreements in court.

Manager-Managed

An LLC governance structure in which members appoint specific individuals or entities to oversee daily operations and legal decisions. Non-managing members retain ownership interests but do not participate in routine business management.

Member-Managed

The standard LLC management structure in which all owners, known as members, actively participate in daily operations and business decisions. Each member maintains authority to enter agreements and bind the business in ordinary operational matters.

Operating Agreement

An internal governing agreement among LLC members that details ownership percentages, voting rights, profit sharing, and management roles. According to the California Secretary of State, an operating agreement is required by state law, though the agreement is kept internally and is not filed with the state.

Publication Requirement

A statutory obligation in select states requiring newly formed LLCs to publish notices of organization in designated local newspapers for a specified duration. Fulfilling this requirement and filing proof maintains regulatory compliance.

Registered Agent

An individual or entity appointed to receive formal legal process and government notices on behalf of a business. According to California Secretary of State FAQs, an entity cannot act as its own agent for service of process. Texas Secretary of State rules similarly state that an entity may not serve as its own registered agent, and failing to maintain a registered agent risks involuntary termination.

Registered Office

The official physical street address in the state where a registered agent is available during normal business hours to receive official mail. This location must be a physical address rather than a post office box.

Resident Agent

The state-specific term used in Michigan for a registered agent who accepts legal papers on behalf of an entity. A Michigan resident agent must maintain a physical office address located within the state.

Revocation

The formal cancellation of an entity's legal rights and operational authority by state officials due to statutory non-compliance. In Michigan, failure to submit required annual statements leads directly to dissolution, revocation, or loss of good standing according to state guidelines.

Statement of Information

A periodic compliance filing required in California to maintain updated state records. According to the California Secretary of State, the filing fee is $20.00, due within 90 days of registration and every two years thereafter. Failure to file the Statement of Information causes suspension or forfeiture of the business entity.