North Carolina Articles of Organization for Domestic Limited Liability Company LLC Form

Quoting Instructions for Articles of Organization (FL LLC) :FILING ONLINE OR BY MAILThese instructions are for the formation of a Florida Limited Liability Company pursuant to s.605.0201, F.S., and cover the minimum requirements for filing Articles of Organization.Your Articles of Organization may need to include additional items that specifically apply to your situation. The Division of Corporations strongly recommends that legal counsel reviews all documents prior to submission.The Division of Corporations is a ministerial filing agency. We cannot provide any legal, accounting, or tax advice.Limited Liability Company NameThe name must be distinguishable on the records of the Department of State.You should do a preliminary search by name before submitting your document.The name must include:Limited Liability Company, LLC or L.L.C.; ORChartered, Professional Limited Liability Company, P.L.L.C. or PLLC if forming a professional limited liability company.Do not use or assume the name is approved until you receive a filing acknowledgment from the Division of Corporations.Principal Place of Business AddressThe street address of the LLC’s principal office.Mailing AddressThe LLC’s mailing address, if different from the principal address. (P.O. Box is acceptable.)Registered Agent Name and AddressThe individual or legal entity that will accept service of process on behalf of the business entity is the registered agent.A business entity with an active Florida filing or registration may serve as a registered agent.An entity cannot serve as its own registered agent. However, an individual or principal associated with the business may serve as the registered agent.The registered agent must have a physical street address in Florida. (Do not list a P.O. Box address.)Registered Agent’s SignatureThe registered agent must sign the application.The signature confirms the agent is familiar with and accepts the obligations of s.605.0113(3), F.S.If a business entity is designated as the Agent, a principal (individual) of that entity must sign to accept the obligations.If filing online:The registered agent must type their name in the signature block.Pursuant to s.15.16, F.S., electronic signatures have the same legal effect as original signatures.NOTE: Typing someone’s name/signature without their permission constitutes forgery pursuant to s.831.06, F.S.Limited Liability Company PurposeA Professional Limited Liability Company (which is formed under both Chapter 605 and Chapter 621, F.S.) must enter a single specific professional purpose. Example: the practice of law, accounting services, practicing medicine, etc.Non-professional companies are not required to list a purpose, but may do so.Manager/Authorized RepresentativeThe names and street addresses of the authorized representatives or managers are optional.Manager: a person designated to perform the management functions of a manager-managed limited liability company. Use MGR.Authorized Representative: a person who is authorized to execute and file records with the Division of Corporations. Use AR. See 605.0102(8), F.S., for more information.A Manager or Authorized Representative may be an individual or business entity.Do not list members.NOTE: If you are applying for workers’ comp exemption or opening a bank account, Florida’s Division of Workers’ Compensation and your financial institution may require this information to be designated in the Department of State’s records.Effective DateAn LLC’s existence begins on the date the Division of Corporations receives and files your Articles unless your Articles of Organization specify an acceptable alternate “effective” date.LLCs can specify an effective date that is no more than five business days prior to, or 90 days after, the date the document is received by our office.If you are forming your LLC between October 1 and December 31st, but don’t expect to transact business until the next calendar year, avoid filing an annual report form for the upcoming calendar year by listing an effective date of January http://1st.By specifying January 1st as the effective date, your LLC’s existence will not officially begin until January 1st of the following calendar year, even though your entity is already on the Division’s records.The January 1st effective date will allow you to postpone your LLC’s requirement to file an annual report form for one calendar year.SignatureMust be signed by at least one person acting as the authorized representative.If filing online: The authorized representative must type their name in the signature block. Electronic signatures have the same legal effect as original signatures.Correspondence Name and EmailPlease provide a valid email address.If filing online: The filing acknowledgment and certification (if any) will be emailed to this address.All future email communications will be sent to this address.Keep your email address up to date.Certificate of StatusYou may request a certificate of status.This item is not required.A certificate of status certifies the status and existence of the LLC and verifies the LLC has paid all fees due to this office through a certain date.Fee: $5.00 eachCertified CopyYou may request a certified copy of your Articles of Organization.This item is not required.A certified copy will include a filed stamped copy of your Articles of Organization and will verify that the copy is a true and correct copy of the document in our records.Fee: $30.00 eachAnnual Report NoticeEvery LLC is required to file an annual report to maintain an “active” status in our records.If the limited liability company fails to file the report, it will be administratively dissolved.The filing period for annual reports is January 1st to May 1st of the calendar year following the LLC’s date of filing or, if listed, its effective date.The annual report is not a financial statement.The report is used to confirm or update the entity’s information on our records.

First, the LLC operates as tax partnership (“TP”) as the default tax status if no election has been made as noted in Treasury Regulation Section 301.7701-3(b)(i). For legal purposes, we have a LLC. For tax purposes we have a tax partnership. Since we are discussing a tax issue here, we will discuss the issue from the perspective of a TP.A partner cannot under any circumstances be an employee of the TP as Revenue Ruling 69-184 dictated such. And, the 2016 preamble to Temporary Treasury Regulation Section 301.7701-2T notes the Treasury still supports this revenue ruling.Though a partner can engage in a transaction with the TP in a non partner capacity (Section 707a(a)).A partner receiving a 707(a) payment from the partnership receives the payment as any stranger receives a payment from the TP for services rendered. This partner gets treated for this transaction as if he/she were not a member of the TP (Treasury Regulation Section 1.707-1(a).As an example, a partner owns and operates a law firm specializing in contract law. The TP requires advice on terms and creation for new contracts the TP uses in its business with clients. This partner provides a bid for this unique job and the TP accepts it. Here, the partner bills the TP as it would any other client, and the partner reports the income from the TP client job as he/she would for any other client. The TP records the job as an expense and pays the partner as it would any other vendor. Here, I am assuming the law contract job represents an expense versus a capital item. Of course, the partner may have a law corporation though the same principle applies.Further, a TP can make fixed payments to a partner for services or capital — called guaranteed payments as noted in subsection (c).A 707(c) guaranteed payment shows up in the membership agreement drawn up by the business attorney. This payment provides a service partner with a guaranteed payment regardless of the TP’s income for the year as noted in Treasury Regulation Section 1.707-1(c).As an example, the TP operates an exclusive restaurant. Several partners contribute capital for the venture. The TP’s key service partner is the chef for the restaurant. And, the whole restaurant concept centers on this chef’s experience and creativity. The TP’s operating agreement provides the chef receives a certain % profit interest but as a minimum receives yearly a fixed $X guaranteed payment regardless of TP’s income level. In the first year of operations the TP has low profits as expected. The chef receives the guaranteed $X payment as provided in the membership agreement.The TP allocates the guaranteed payment to the capital interest partners on their TP k-1s as business expense. And, the TP includes the full $X guaranteed payment as income on the chef’s K-1. Here, the membership agreement demonstrates the chef only shares in profits not losses. So, the TP only allocates the guaranteed expense to those partners responsible for making up losses (the capital partners) as noted in Treasury Regulation Section 707-1(c) Example 3. The chef gets no allocation for the guaranteed expense as he/she does not participate in losses.If we change the situation slightly, we may change the tax results. If the membership agreement says the chef shares in losses, we then allocate a portion of the guaranteed expense back to the chef following the above treasury regulation.As a final note, a TP return requires knowledge of primary tax law if the TP desires filing a completed an accurate partnership tax return.I have completed the above tax analysis based on primary partnership tax law. If the situation changes in any manner, the tax outcome may change considerably. www.rst.tax

I'll share my story…and it's all true.Right at the end of my 1st company's life, I discovered my, very trusted, business partner, and ex best friend, was “embezzling.” I use the term embezzling because here's the setup:Me: 100% ownerHe: 100% access to everything - trusted, like with my life, trustedHe was taking money outside of payroll and distributing the withdrawals across multiple lines on the P&L…just enough to not cause attention in individual ledger lines. I, only looking at the P&L level and not at the individual transaction level, didn't see anything out of line to draw the red flag. Plus, I didn't have reason to look for this, cause I trusted him.History: Me - first time business owner. He - 2nd timer, coming off a $10 million company, that went out of business, which had 5 owners.Fraud covers many areas; each despicable. None are good for anyone. I love stories where the fraudulent gets nailed.When I discovered the embezzling (1 month before closing the business), I was instructed to call the police and make a report. I did. AND, embezzling is considered a white collar crime. White collar crimes are put on the bottom of lists for police detectives and county attorneys to handle. The stack tends to be rather large in larger metro areas of more important things like violent crime and cases that have a lot of money backing them. They never signNow the bottom.A police detective did call my partner telling him the company is accusing him of embezzling, and that was the extent of jurisdiction's involvement. No further action was taken by the city police nor the county attorney.I also happen to have a cousin who, at the time, was involved in business fraud cases with the FBI. I had coffee with him. FBI covers cases that are large ($million and more) and cross state lines. My case, no so large and only in my state, but signNow enough to cause big trouble…a major factor in closing the business…another story.My cousin told me this: You can sue him in civil court for damages. It will most likely have a jury because he can simply plead not guilty and have a trial. It would be my attorney's job to convince the jury that I didn't know anything about the embezzling. His attorney would simply say this: jury, it's a small company run by 2 best friends. Do you really think both don't know what the other is doing? Not guilty.I also contacted a civil attorney, independently, and was told the exact same thing.A short while later, I had another chance to talk with another civil attorney, and was told the exact same thing.He got away with it. Me, on the other hand, had to pay for his sins.Back to answering your question. My understanding of the situation is you, as a minority owner, would have to prove you were not involved with the fraudulent activity. This means someone with a summons is asking you what's going on. If you can not prove your innocence, your exposure liability is limited to the amount of “basis” you have in the company. Basis is any initial investment you gave and any profits you took. Basis is different than payroll. Definitely consult an attorney if you feel there could be trouble.Also, most likely, the company would be sued for fraud. If the prosecuting attorney is also going after the owner's personal assets, there is a major situation going on, news worthy situation. Usually, only the company's assets will targeted. If an attorney is attempting to pierce the corporate veil, the owner(s) is a bad dude.If you are a manager, employee, the company protects your personal assets from customer fraud cases against the company. If you are committing fraud, it is proven and you are terminated for it, you can also be sued by your previous employer for damages. In this case, your personal assets are in jeopardy.

WHOA! You may have a BIG problem. When you started, are you certain you did not fill in a W-4 form? Are you certain that your employer doesn’t have your SS#? If that’s the case, I would be alarmed. Do you have paycheck stubs showing how they calculated your withholding? ( BTW you are entitled to those under the law, and if you are not receiving them, I would demand them….)If your employer is just giving you random checks with no calculation of your wages and withholdings, you have a rogue employer. They probably aren’t payin in what they purport to withhold from you.