Legal Question in Business Law in New York

Re: Partners around the United States

You can form a LLC in the jurisdiction where any partner lives or where its principal office may be. Partners can reside anywhere, as the LLC has its own existance separate from its partners. In most states a registered agent needs to be named for purposes of jurisdiction for suit against it and service of process. If a partner is not to be named as the agent, firms are available for this purpose.

Re: Partners around the United States

You will have to file a business certificate in each state you do business out of.

Re: Partners around the United States

No. When you start a corporation (in this case a limited liability company -- llc) this entity has a legal existence apart from the owners. That is the point: you start a business and it out-lives you (either temporally (you die) or financially (you sell it) -- of course you could go out of business before either of those things happen). As such, you can start a company in a jurisdiction in which none of the owners lives. And the offices of the company need not be in the jurisidiction in which the company is domiciled. (That is, you can start a Delaware LLC (the company is domiciled in Delaware) owned by entities (people or other companies) that are themselves domiciled in NY, NJ and CA.

NOW, that said, if you start a Delaware LLC (for arguement's sake) but the company's offices are located (also for arguement's sake) in CT, you will have to register the company in CT as a "foreign corporation." This alerts the CT tax authority that you are there to be taxed. This is true in any state where the company has "minimum contacts" which is a legal concept determined by looking at the totality of the circumstances of a given company's relationship with a particular jurisdiction (in this case, a state).

You should also be aware that certain undertakings require state- and locality-specific licenses, permits, authorizations, etc. You are responsible for determining, as to each jurisdiction and as for each undertaking, what pieces of paper you must have.

Hope that helps.

John Friedman, Esq.

917.213.8307