Lifecycle
Formation: what the filing actually creates
The articles decide less than owners assume. The management-structure box quietly touches unsettled self-employment tax law, and the series-LLC choice made at formation is often impossible to undo later without dissolving the company.
The filing that creates an LLC, usually the articles of organization, does far less than most owners assume, and at least two of its choices are quietly far more consequential, and far less reversible, than the form itself lets on.
What it actually decides
The articles typically state the name, the registered agent, sometimes the address, and whether the company is member-managed or manager-managed. They do not set voting rights, profit splits, or exit terms; those come from your state’s default rules or from an operating agreement written on purpose.
The pre-formation trap
An owner who signs a lease or takes a client deposit before the state accepts the filing is, in most states, personally liable for that contract under promoter liability doctrine, and forming the LLC afterward does not retroactively erase it unless the other party specifically agrees to substitute the company in.
The insight buried in the management-structure checkbox
Self-employment tax generally does not apply to a limited partner’s distributive share of partnership income, a real exception written into the tax code for limited partnerships. Whether that same exception applies to a member of an LLC is one of the more genuinely unsettled questions in federal tax practice. The IRS has argued, and at least one Tax Court case has agreed, that an LLC member who is actively involved in management does not function like a passive limited partner no matter what the state filing calls them, and proposed regulations addressing this directly have sat unfinalized for years, leaving the actual rule to depend on functional analysis of what a member actually does, not on the member-managed or manager-managed label chosen on the formation filing.
The second insight: the series-LLC decision that formation quietly locks in
A handful of states let a company form from the outset as a series LLC, a single company with internal walls between named series, each holding its own assets and liabilities, covered from the doctrine side in series LLCs. Choosing this structure has to happen, in practice, at or very near formation, because converting an existing traditional LLC into a series structure after the fact is, in most series states, difficult or simply unavailable as a clean statutory path, often requiring the traditional LLC to dissolve and a new series LLC to form in its place, losing the continuity, the EIN, and the operating history the original company built. An owner who forms a plain single LLC today, planning to “convert to a series structure later once the portfolio grows,” is often planning for an option that won’t actually exist when the growth arrives. The decision, unlike almost everything else on this page, is close to irreversible at the moment of formation itself.
When the company actually exists
Legal existence generally begins the moment the state accepts the filing, or on a delayed effective date. Owners planning a clean January 1 start sometimes file in December with a January 1 effective date deliberately, so the fiscal year lines up exactly.
Formation fee by state
This is the state’s own filing fee to form a domestic LLC, for online filing where the state offers it. It leaves out registered agent fees, publication costs and optional expedited service. Each state’s filing page on this site gives the official source and its own verification date. Georgia, New Jersey, Ohio and Vermont were re-checked against official sources in October 2026.
| State | Formation fee | Notes |
|---|---|---|
| Alabama | $200 | Certificate of Formation |
| Alaska | $250 | Articles of Organization |
| Arizona | $50 | Filed with the Arizona Corporation Commission |
| Arkansas | $45 | $50 by mail |
| California | $70 | The $800 annual tax is owed separately |
| Colorado | $50 | Online only |
| Connecticut | $120 | Certificate of Organization |
| Delaware | $110 | $70 state plus $40 courthouse |
| District of Columbia | $99 | Filed with the Department of Licensing and Consumer Protection |
| Florida | $125 | $100 articles plus $25 registered agent designation |
| Georgia | $110 | $100 plus a $10 service charge on every filing since September 6, 2025 |
| Hawaii | $50 | Articles of Organization |
| Idaho | $100 | $120 by mail |
| Illinois | $150 | $400 if the LLC has or can establish series |
| Indiana | $95 | $100 by mail |
| Iowa | $50 | Certificate of Organization |
| Kansas | $85 | Cut from $160 in February 2026; $90 on paper |
| Kentucky | $40 | Among the lowest anywhere |
| Louisiana | $125 | Raised from $100 on October 1, 2026; plus a $5 card fee |
| Maine | $175 | Certificate of Formation |
| Maryland | $100 | Filed with SDAT |
| Massachusetts | $500 | $520 online; the highest in the country |
| Michigan | $50 | Filed with LARA |
| Minnesota | $155 | $135 by mail |
| Mississippi | $50 | Plus a $3 online fee; online only |
| Missouri | $50 | $105 by mail |
| Montana | $35 | The lowest formation fee in the country |
| Nebraska | $100 | $110 by mail |
| Nevada | $425 | $75 articles, $150 initial list and $200 business license, filed together |
| New Hampshire | $100 | Certificate of Formation |
| New Jersey | $100 | Cut from $125 on July 1, 2026 |
| New Mexico | $50 | Online only |
| New York | $200 | Publication is a separate cost |
| North Carolina | $125 | Articles of Organization |
| North Dakota | $135 | Filed through FirstStop |
| Ohio | $99 | Many sites still show the pre-2017 $125 |
| Oklahoma | $100 | Articles of Organization |
| Oregon | $100 | Articles of Organization |
| Pennsylvania | $125 | Waived for veterans |
| Rhode Island | $150 | Articles of Organization |
| South Carolina | $110 | Articles of Organization |
| South Dakota | $150 | $165 on paper |
| Tennessee | $300 minimum | $50 per member, $300 minimum, $3,000 maximum |
| Texas | $300 | Certificate of Formation, Form 205 |
| Utah | About $59 | Filed online through OneStop |
| Vermont | $155 | Set by statute since June 2023; the Secretary of State’s fee page still shows the older $125 |
| Virginia | $100 | Filed with the State Corporation Commission |
| Washington | $200 | $180 by mail |
| West Virginia | $100 | Waived for veteran-owned businesses |
| Wisconsin | $130 | $170 by mail |
| Wyoming | $100 | Registered the same day online |
Last verified October 2026 for Georgia, Louisiana, New Jersey, Ohio and Vermont; other rows carry the verification date on their state’s filing page.
What to actually do
Do not sign anything on the company’s behalf before the filing is accepted. Treat the member-managed versus manager-managed choice as a real conversation with a tax advisor, not a default click. If a series structure is even plausibly in the company’s future, evaluate it before formation, since the door to add it cleanly later is often already closed by the time the need is obvious.