Filing/Amending Articles of Organization; Employer Identification Numbers

This video is in response to some excellent questions I received regarding Articles of Organization & Employer Identification Numbers.

How long does it take to hear back after I filed Articles of Organization with the Secretary of State?

As with the answer to most questions of a legal nature: it depends. Mostly, it depends on your state. The Colorado Secretary of State, for example, generally gives you confirmation of the filing immediately. In Colorado the Articles of Organization are filed electronically with the Secretary of State and in most cases your LLC is immediately registered upon filing.  The turn around time in other states may be different, but in Colorado, registration is instant after you file the Articles of Organization with the Secretary of State.

Do I need a DBA or Trade Name?

“DBA” stands for “doing business as.” Some states use the term DBA, some (Colorado included) use the term “trade name” instead. The main reason you might want to register a DBA or trade name is if you are going to operate your business under a name different from the name you registered with the Secretary of State when you filed the Articles of Organization.  So, for example, let’s say your LLC has one name but you want to do business under a similar or different name; you would register that DBA or Trade Name by filing a Statement of Trade Name with the Secretary of State.  (In Colorado, it is a Statement of Trade Name; other states may call it something else.)  However, if you are going to do business under the name that you filed under your Articles of Organization, then you don’t need to file a trade name. You may also need to register a DBA or trade name if you are operating your business as a sole proprietor and have not formed any legal business structure like an LLC or corporation.

Do I need to be registered with the state before I file an application for a Federal Tax ID number or an Employer Identification Number (EIN)?

Yes, if you are going to register your business as an LLC or a Corporation, or some other legal entity that requires registration with the state, then it is typically a good idea to register the business with the state before you submit the application to the IRS for a Federal Tax ID number.  The Form SS-4, which is the application for the EIN/Federal Tax ID number (both terms mean the same thing), requires your entity name, entity structure, and the state and date the entity was formed.  So, you will definitely need to have a name and structure already worked out and registered before you file an application for a Federal Tax ID number.

How long do I have to wait after filing my Articles of Organization before I can amend them?

Let’s say you successfully filed your Articles of Organization for your new LLC. (Woohoo!) Then five minutes later you realize you transposed the numbers of your business address (Oops!) or misspelled your own name (hey, it happens). You’ll need to amend the Articles of Organization to correct whatever info you messed up. If you are forming your LLC in Colorado or another state where you get confirmation of registration instantly after you have filed your Articles of Organization, you can generally file Articles of Amendment or some sort of other paperwork to make changes in your Articles of Organization instantly after the Articles of Organization have been filed.  Otherwise, if your state takes a bit longer or does not automatically confirm your registration, then you should wait until you receive confirmation from your state before amending the Articles of Organization.  This is because something may come up where your Articles of Organization do not get approved or registered.  In that case, you would need to re-file your Articles of Organization anyway, so filing Articles of Amendment prematurely may make no difference at that point.

From Articles of Organization to EINs and beyond, Denver, Colorado business attorney Aiden H. Kramer with The Law Office of Aiden H. Kramer, LLC can help you set your small business up for success. Contact Aiden at (720) 379-3425 or [email protected] to get started.