LLC Setup - Court Forum

Sandygirl · #1 (**permalink**) 11-06-2008

A friend set up an LLC last year for a business venture that never started up. She filed with the state, paid all fees since then and is considered active and compliant. Aside from a set of basic Articles of Org. nothing else has been completed(ie. operating agreement). A year later she wants to start a different business with 2 other members as an LLC. Since she wants to use the same name, can she build off of the LLC currently filed with the state or are there issues with the start date of the business? Can she terminate the original LLC and file a new LLC with the same name or should she just file a new LLC with a new name(least preferred by her)?
Any help would be greatly appreciated.

d'advocate · #2 (**permalink**) 11-26-2008

Since she wants to use the same name, can she build off of the LLC currently filed with the state or are there issues with the start date of the business?

She cannot use the same name unless she will operate under the LLC previously filed with the state. Or she may dissolve the previous LLC and its affairs, complying with the conditions set forth in the law - then apply for a new one, reserving the same name - but that is going to take a while.

Can she terminate the original LLC and file a new LLC with the same name or should she just file a new LLC with a new name(least preferred by her)?

As mentioned, yes she can. If the LLC did not conduct any business from the time it was formed, she will need the majority members, majority managers in the absence of members, or majority of the persons who signed the articles of organization to execute and acknowledge a certificate of cancellation. Generally, you may obtain the form from the office of the Secretary of State where you registered the LLC.

It would be less of a hassle though if she just file a new LLC with a new name.

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