Forming a Limited Liability Company

The way you form and operate a limited liability company in Minnesota is governed by state law, and it’s a good idea to take a look at the statutes. You’re not doing this to be your own attorney, mind you, but just to get a good general understanding of what the laws cover.

Among other things, the laws include such basics as articles of organization; powers and member interests; governance and management; distribution of profits; loans and obligations, and merger, exchange, transfer or dissolution.

Articles of Organization
Everything starts by filing articles of organization with the Secretary of State and paying the filing fee. You can file online or complete and submit apaper form.

The articles of organization may add to or modify many of the basic provisions set out in state law. An attorney should assist in drafting articles of organization to assure that the needs and desires of the members, as well as legal requirements, are met. Here are some key components of the articles:

Limited Liability Company Name
State law has certain requirements for naming limited liability companies. The name of an LLC must:

• Be in English or any other language expressed in English characters
• Contain the words “limited liability company” or “professional limited liability company” or the abbreviations LLC or PLC
• Not contain the words “corporation” or “incorporated” or abbreviations of either or both words
• Not contain any words or phrases that indicate or imply that the LLC is organized for anything other than a legal business purpose

The name you choose must also be distinguishably different from the names of any other LLC, corporation, limited partnership, limited liability partnership or any reserved name, assumed name, trademark or servicemark already on file with the Secretary of State. You can find out whether the business name you want is available by searching the Secretary of State’s database. Here are some guidelines to help you search.

To read the rest of this article, go to our Minnesota Business 101 blog here: http://mnbusiness101.wordpress.com/2013/06/26/forming-a-limited-liability-company/