Glossary
The terms that appear on filing forms and service pages, in plain language.
- Registered agent
- The person or company designated to receive legal process and official mail for a business at a registered office in its formation state.
- Registered office
- The street address where the registered agent can be personally served. Cannot be a mailbox service in states that exclude them.
- Statutory agent
- What some states (e.g. Ohio, Missouri) call a registered agent. Same role, different label.
- Resident agent
- Another name for a registered agent, used in states like Louisiana and Maryland.
- Service of process
- The formal delivery of legal documents, such as a lawsuit or a subpoena. Delivering them to the registered agent counts as delivering them to the company.
- Certificate of formation
- The document that creates an LLC (some states call it articles of organization). Filed with the state, it starts the company's legal existence.
- Articles of organization
- What most states call the LLC formation document; a handful call it a certificate of formation instead.
- Foreign qualification
- Registering your company in a state other than the one you formed in, so you can legally do business there. Requires a registered agent in that state.
- Annual report
- The recurring state filing that confirms your company's details. Missing it is the common route to losing good standing.
- Franchise tax
- A state tax for the privilege of existing as an entity, unrelated to owning a franchise. Delaware and Texas are the famous ones.
- Good standing
- A state's confirmation that your company exists, has filed what it owes, and is legally intact. Banks and counterparties ask for certificates of it.
- Administrative dissolution
- The state dissolving your company for non-compliance (usually missed filings), as opposed to your choosing to dissolve it.
- Consent to appointment
- The signed (or electronically confirmed) agreement of the person or company named as agent. Most states require it before the appointment is valid.
- EIN
- The Employer Identification Number the IRS issues. The federal identity of the company; separate from anything the state issues.
- Operating agreement
- The internal contract between an LLC's owners. Most states do not require filing it; nearly all LLCs should have one.
- Member
- An owner of an LLC. "Multi-member" means more than one.
- Manager-managed
- An LLC where day-to-day authority sits with designated managers (who may or may not be members) rather than with all members.
- DBA / assumed name
- A name a company trades under that is not its legal name. Registered at the state or county level depending on the state.
- Sole proprietorship
- A one-person business with no legal separation from its owner: no formation filing, no liability shield.
- Certificate of good standing
- The state-issued document proving your company is in good standing. Often required for banking, contracts, and foreign qualification.
- Virtual office
- A mailbox-and-phone arrangement with meeting space. Distinct from a registered agent: it does not satisfy service-of-process requirements by itself.
- Compliance calendar
- A service's deadline-reminder feature. Not a legal function. Reminders are the product, filing is still yours to do.
- Nominee agent
- An agent lent to you under someone else's name to keep yours off the record. Legal in a few states, restricted in more, and a different thing from a normal commercial agent.
- Pass-through taxation
- The default LLC setup: the company itself pays no income tax; profits and losses pass to the members' personal returns.