company details, including the corporate name, number of authorized shares, registered agent information, and business purpose. (ii) LLC: Must file Articles of Organization (or Certificate of Formation). This document sets out the company’s name, registered agent, and management structure (member-managed or manager-managed). (iii) Partnerships: a) General Partnership (GP): Typically, does not require formal filing, but partners may choose to file a Partnership Agreement. b) Limited Partnership (LP): Must file a Certificate of Limited Partnership, designating at least one general partner and one limited partner. c) Limited Liability Partnership (LLP) and Limited Liability Limited Partnership (LLLP): Must file registration documents with the state to obtain limited liability protection for partners. 4.2.2 Registered Agent Requirement A registered agent is a designated person or service authorized to receive legal and tax documents on behalf of the company. The registered agent must have a physical address in the state of incorporation and be available during regular business hours. (i) Corporations (C and S Corps): Required in all states; typically, businesses hire professional registered agent services to ensure compliance. a) LLCs: Required in most states; can be an individual or a professional service provider. b) Partnerships: Required for LLPs and LLLPs, but not typically required for GPs and LPs unless mandated by state law.
4.2.3 Capitalization Requirements
Unlike some other countries, the U.S. does not impose a minimum capital requirement for business entities. However, proper capitalization is essential to maintain financial stability and reinforce liability protections. (i) C and S Corporations: While there is no minimum requirement, corporations must issue shares to shareholders. Delaware and some other states require corporations to define a par value for their shares. (ii) LLCs: No formal capitalization requirements exist, but members contribute capital based on their ownership agreements. (iii) Partnerships: Partners contribute capital in cash, property, or services as outlined in the partnership agreement. Limited partners in an LP or LLLP are only liable for debts up to their contributed amount.
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