Comments on: Taking over a dormant LLC http://smallbusiness.blogs.cnnmoney.cnn.com/2008/05/21/taking-over-a-dormant-llc/ Editors from FSB magazine answer your pressing small-business questions. Tue, 15 Dec 2009 12:52:55 +0000 http://wordpress.com/ hourly 1 By: Eddie Rodriguez, Tucson, AZ http://smallbusiness.blogs.cnnmoney.cnn.com/2008/05/21/taking-over-a-dormant-llc/#comment-1130 Eddie Rodriguez, Tucson, AZ Wed, 26 Nov 2008 08:50:21 +0000 http://askfsb.wordpress.com/?p=312#comment-1130 Taking over a Dormant LLC. I agree with the comments made by Lenora Chu, but would add a few comments. 1. LLC is an approved state entity regulated by statue and responsibility assigned to a state agency. You can find most of the information you are seeking on the responsible agencies web site, and using the search engine to search for legal entities on file. 2. The fees charged vary by state. Arizona cost to form an LLC is $50 or $85 if you want to expedite the request. Paying the $35 will get the LLC or Corporation approved within 3-4 days. 3. Publication cost is approximately $50-$60. As you can see, in Arizona the costs to form an LLC are reasonable. All that is required are Articles of Organization, Operating Agreement (recommend using the service of an attorney), and publishing the Articles. Again, in Arizona costs would not be a major consideration. 4. I would say all states make available all filing requirements, forms, costs, etc on the state agency that is responsible for corporations. In AZ the AZ Corporation Commission has that responsibility, but I formed an LLC in Georgia and the responsibility is vested with the Department of Commerce (if not mistaken). Point do your research and find out the law and rules for your particular state. 5. You need to quiry the Corporation web site and you will find all actions submitted under the LLC. Articles, publication, termination, member(s), amendments, statutory agent, and more. Having this knowledge will allow you to find out the liabilities to the agency responsible for Corporations. To be on the safe side if after getting the above information, e-mail or go to FAQ's to find out information on fees or e-mail the agency. If the entity was dormant since formed, I would look into the publication rules/law. In AZ you form and publish within 60 days. If you do not publish, the status will be, "Not In Good Standing". If you submitted indicating perpetual and not disolution within x number of days, the status will remain Not In Good Standing" or due to 60 day publication not complied with, they will send a letter of desolution. I would check, the LLC might already be dissolved. Again, quiry for LLC name and find out status and rules for LLC at your state. Other things to consider: -- Was an EIN assigned to the LLC? -- Was LLC for as a single member? -- Type of business the LLC is used for and the purpose it was formed. This information can be found on the Operating Agreement. -- Was the entity used to register for any business startup state requirement. State, city and county Sales tax license(s), Health department, Des, County Assessor, Depart of Liquor Licensing, etc. I agree that the best course of action would be to form a new LLC. Other factors to consider, type of business, length of time since formation of entity, agencies involved during a business startup and the above information I mentioned. maybe hiring an escrow officer or a service provider especializing in UCC and liabilities research is cheaper than both Amending the dormant LLC and forming a new LLC. In closing, filling out the form used for Articles of Organization is a simple task, but their is much more to know about LLC's laws and rules of the State, so highly recommend you seek legal counsel. Good Luck Taking over a Dormant LLC. I agree with the comments made by Lenora Chu, but would add a few comments.
1. LLC is an approved state entity regulated by statue and responsibility assigned to a state agency. You can find most of the information you are seeking on the responsible agencies web site, and using the search engine to search for legal entities on file.
2. The fees charged vary by state. Arizona cost to form an LLC is $50 or $85 if you want to expedite the request. Paying the $35 will get the LLC or Corporation approved within 3-4 days.
3. Publication cost is approximately $50-$60.
As you can see, in Arizona the costs to form an LLC are reasonable. All that is required are Articles of Organization, Operating Agreement (recommend using the service of an attorney), and publishing the Articles. Again, in Arizona costs would not be a major consideration.

4. I would say all states make available all filing requirements, forms, costs, etc on the state agency that is responsible for corporations. In AZ the AZ Corporation Commission has that responsibility, but I formed an LLC in Georgia and the responsibility is vested with the Department of Commerce (if not mistaken). Point do your research and find out the law and rules for your particular state.
5. You need to quiry the Corporation web site and you will find all actions submitted under the LLC. Articles, publication, termination, member(s), amendments, statutory agent, and more.
Having this knowledge will allow you to find out the liabilities to the agency responsible for Corporations. To be on the safe side if after getting the above information, e-mail or go to FAQ's to find out information on fees or e-mail the agency.

If the entity was dormant since formed, I would look into the publication rules/law. In AZ you form and publish within 60 days. If you do not publish, the status will be, "Not In Good Standing". If you submitted indicating perpetual and not disolution within x number of days, the status will remain Not In Good Standing" or due to 60 day publication not complied with, they will send a letter of desolution. I would check, the LLC might already be dissolved. Again, quiry for LLC name and find out status and rules for LLC at your state.

Other things to consider:
– Was an EIN assigned to the LLC?
– Was LLC for as a single member?
– Type of business the LLC is used for and the purpose it was formed. This information can be found on the Operating Agreement.
– Was the entity used to register for any business startup state requirement. State, city and county Sales tax license(s), Health department, Des, County Assessor, Depart of Liquor Licensing, etc.

I agree that the best course of action would be to form a new LLC.

Other factors to consider, type of business, length of time since formation of entity, agencies involved during a business startup and the above information I mentioned.

maybe hiring an escrow officer or a service provider especializing in UCC and liabilities research is cheaper than both Amending the dormant LLC and forming a new LLC.

In closing, filling out the form used for Articles of Organization is a simple task, but their is much more to know about LLC's laws and rules of the State, so highly recommend you seek legal counsel.

Good Luck

]]> By: Tiffany, MA http://smallbusiness.blogs.cnnmoney.cnn.com/2008/05/21/taking-over-a-dormant-llc/#comment-661 Tiffany, MA Wed, 04 Jun 2008 15:14:37 +0000 http://askfsb.wordpress.com/?p=312#comment-661 For the business owners who are risking their personal credit to fuel their own business and need capital, I am a broker at Numa Financial Group. We offer unconventional financial products for business owners who need to meet their capital needs, and we can get them the capital they need in as little as 72 hours. Some of our products don't even look at your credit score, and you won't even have to risk or collateralize any of your personal assets or go through red tape normally experienced at a bank. If you are interested in having a line of credit whenever you need it, you can contact me at tlien@numafinancial.com. For the business owners who are risking their personal credit to fuel their own business and need capital, I am a broker at Numa Financial Group. We offer unconventional financial products for business owners who need to meet their capital needs, and we can get them the capital they need in as little as 72 hours. Some of our products don't even look at your credit score, and you won't even have to risk or collateralize any of your personal assets or go through red tape normally experienced at a bank. If you are interested in having a line of credit whenever you need it, you can contact me at tlien@numafinancial.com.

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