U.S. LLC glossary

The words you'll meet when you form a U.S. LLC, in plain English. Each one links to the guide that explains it.

A

Amendment(Articles of Amendment): A filing that changes what the Articles of Organization say, such as the LLC's name. In New Mexico the State fee is $50.; New Mexico LLC: why this U.S. state, and how to form one Source: NMSA 1978 ch. 53 art. 19 ↗
Annual report: A yearly filing some states require to keep an LLC active, often with a fee. A domestic New Mexico LLC files none; a Wyoming LLC files one every year.; LLC annual report requirements: New Mexico, Wyoming and Delaware New Mexico vs Wyoming vs Delaware for a private LLC Source: WyoBiz Annual Report ↗
Articles of Organization(Certificate of Formation): The document filed with the State that creates the LLC. New Mexico's don't have to list the owners or managers; Delaware calls its version the Certificate of Formation.; New Mexico LLC: why this U.S. state, and how to form one Anonymous LLC in New Mexico: how it works Source: NMSA 1978 ch. 53 art. 19 ↗

B

BOI report(Beneficial ownership information): A report of a company's owners to FinCEN. FinCEN now limits it to foreign entities registered to do business in a U.S. state, so an LLC formed in the United States doesn't file one.; BOI report for a U.S. LLC: do you need to file?Source: FinCEN, Beneficial Ownership Information ↗
Business ID(Entity ID): The number the State gives the LLC when it approves the filing. It identifies the company on the State's records and in its public search.; New Mexico LLC: why this U.S. state, and how to form one Source: New Mexico Secretary of State, Business Services ↗

C

Certificate of Organization: The State's confirmation that the LLC exists, issued with the approved filing and its Business ID.; How long does it take to form an LLC?Source: New Mexico Secretary of State, Business Services ↗
Chief Executive Member: A member the others elect to run a manager-managed LLC alone, as its only manager. Without one, every member of an EXNNA LLC is a manager.; Manager-managed vs member-managed LLC: what's the difference?

D

Dissolution: The filing that ends the LLC with the State. In New Mexico the State fee is $25.; New Mexico LLC: why this U.S. state, and how to form one Source: NMSA 1978 ch. 53 art. 19 ↗
Domestic LLC: An LLC formed under the laws of the state it is in. A New Mexico LLC is domestic in New Mexico and foreign in any other state where it registers.; New Mexico LLC: why this U.S. state, and how to form one Source: NMSA 1978 ch. 53 art. 19 ↗

E

EIN(Employer Identification Number): The LLC's U.S. tax ID, issued by the IRS. Banks ask for it, and owners without an SSN or ITIN can still get one.; EIN without an SSN: how non-residents get one for their LLC ITIN vs EIN: which one does an LLC owner need?Source: IRS, About Form SS-4 ↗

F

Foreign LLC: An LLC registered to do business in a state other than the one it was formed in. New Mexico charges $100 to register a foreign LLC.; New Mexico LLC: why this U.S. state, and how to form one Source: NMSA 1978 ch. 53 art. 19 ↗
Form 5472: The IRS report a single-member LLC owned by a non-resident files when it has dealings with its owner or other related parties, attached to a pro forma Form 1120.; Form 5472 for a foreign-owned single-member LLC Source: IRS, Instructions for Form 5472 ↗
Form SS-4: The IRS application for an EIN. Owners without an SSN or ITIN apply with it instead of the online form.; EIN without an SSN: how non-residents get one for their LLC Source: IRS, About Form SS-4 ↗
Formation fee(State fee, filing fee): What the State charges to file the Articles of Organization: $50 in New Mexico, paid once.; How much does an LLC cost? Every fee, line by line What is the cheapest state to form an LLC?Source: NMSA 1978 ch. 53 art. 19 ↗
Franchise tax(Annual tax): A yearly tax some states charge for the right to keep a company on their records. Delaware's LLC annual tax is $400, due June 1.; New Mexico vs Wyoming vs Delaware for a private LLC LLC annual report requirements: New Mexico, Wyoming and Delaware Source: Delaware Division of Corporations, annual tax instructions ↗

I

ITIN(Individual Taxpayer Identification Number): A U.S. tax ID for a person who can't get a Social Security Number. It belongs to you, not to the LLC, and you don't need one to get the LLC's EIN.; ITIN vs EIN: which one does an LLC owner need?Source: IRS, Individual Taxpayer Identification Number ↗

L

License tax: Wyoming's yearly charge paid with the annual report: $60 or a share of the LLC's Wyoming assets, whichever is greater.; Wyoming vs New Mexico LLC: which U.S. state is better?New Mexico vs Wyoming vs Delaware for a private LLC Source: WyoBiz Annual Report ↗
LLC(Limited liability company): A U.S. business entity formed under state law that separates the company from its owners. It's a common choice for founders outside the U.S. who want to sell, invoice and hold a bank account.; How to form a U.S. LLC as a non-resident LLC vs corporation for foreigners: which one fits you?Source: IRS, Limited liability company (LLC) ↗

M

Manager: A person who runs a manager-managed LLC, or under whose authority it is run. In every EXNNA LLC, all members are managers unless they elect a Chief Executive Member.; Manager-managed vs member-managed LLC: what's the difference?
Manager-managed LLC: An LLC run by or under the authority of one or more managers. Every LLC EXNNA forms in New Mexico is manager-managed.; Manager-managed vs member-managed LLC: what's the difference?
Member: An owner of an LLC. Who the members are, and their shares, is set in the Operating Agreement.; LLC Operating Agreement: what it is and why you need one
Member-managed LLC: An LLC whose owners run it directly, without separate managers.; Manager-managed vs member-managed LLC: what's the difference?
Multi-member LLC: An LLC with two or more members. The Operating Agreement sets each one's share and say.; LLC Operating Agreement: what it is and why you need one Source: IRS, Limited liability company (LLC) ↗

N

Name designator: The ending an LLC's name must carry. In New Mexico: "limited liability company", "limited company", "LLC", "L.L.C.", "LC" or "L.C."; New Mexico LLC name rules: what your LLC can be called Source: NMSA 1978 ch. 53 art. 19 ↗
Name reservation: An optional filing that holds a name before the Articles are filed. In New Mexico it costs $20 and lasts 120 days.; New Mexico LLC name rules: what your LLC can be called Source: NMSA 1978 ch. 53 art. 19 ↗
Nominee: Someone who acts in another person's name. For the EIN, the IRS asks for the real responsible party, not a nominee.; EIN without an SSN: how non-residents get one for their LLC Source: IRS, Responsible parties and nominees ↗

O

Operating Agreement: The private contract that says who owns the LLC and how it's run. The members sign it and it isn't filed with the State, so it's what proves the company is yours.; LLC Operating Agreement: what it is and why you need one
Organizer: Whoever signs and files the Articles of Organization. The organizer's name appears on the filing, so a service provider in that role keeps the owners' names off it.; Anonymous LLC in New Mexico: how it works Is an LLC owner's name public?Source: NMSA 1978 ch. 53 art. 19 ↗

P

Principal place of business: The business address printed on the Articles. It is public, so many owners use their registered agent's office when the agent allows it.; A U.S. business address for non-residents Source: New Mexico Secretary of State, Business Services ↗
Pro forma Form 1120: A short Form 1120 that a foreign-owned single-member LLC attaches its Form 5472 to when it files with the IRS.; Form 5472 for a foreign-owned single-member LLC Source: IRS, Instructions for Form 5472 ↗
Public record: What anyone can see about the LLC in the State's records and search: its name, Business ID, status, filings and the parties named on them.; Is an LLC owner's name public?Anonymous LLC in New Mexico: how it works Source: New Mexico Secretary of State, Business Services ↗

R

Registered agent: The person or company that receives official mail and legal notices for the LLC at a physical address in the state. A New Mexico LLC must keep one at all times.; What is a registered agent, and why does your LLC need one?Source: NMSA 1978 ch. 53 art. 19 ↗
Registered office: The registered agent's physical address in the state, where official mail and legal notices are delivered.; What is a registered agent, and why does your LLC need one?A U.S. business address for non-residents Source: NMSA 1978 ch. 53 art. 19 ↗
Responsible party: The real person the IRS records as controlling the LLC when it issues the EIN. It must be an individual, not a company or a nominee.; EIN without an SSN: how non-residents get one for their LLC Source: IRS, Responsible parties and nominees ↗

S

Secretary of State(SOS): The state office that files LLC formations and keeps the business records. New Mexico's takes filings online.; How to form an LLC online Source: New Mexico Secretary of State, Business Services ↗
Single-member LLC: An LLC with one owner. If that owner is a non-resident, the LLC may need to file Form 5472 with the IRS.; Form 5472 for a foreign-owned single-member LLC Source: IRS, Limited liability company (LLC) ↗

General information, not legal or tax advice.