The Terms Behind Dissolution and Good Standing

The terms below are in alphabetical order. Where a term carries a state-specific fee, deadline or consequence, the figure is the published one, and the official source is named next to it.

Administrative dissolution

Administrative dissolution is when the state ends an LLC's existence because a required report, fee or agent lapsed, rather than because the owners chose to close. Michigan's Department of Licensing and Regulatory Affairs says that failing to file the annual statement can lead to dissolution, revocation or loss of good standing. The Texas Secretary of State says that failing to maintain a registered agent risks involuntary termination, and California's Secretary of State describes suspension or forfeiture for an LLC that doesn't file its Statement of Information.

Annual registration

This is Georgia's name for the recurring filing that confirms an LLC's current details with the state. The verified facts behind this page don't include Georgia's fee or due date, so neither is stated here. Check both with the Georgia Secretary of State directly.

Annual report

This is the most common name for the yearly filing that updates an LLC's address, agent and management on the state record. Florida's Division of Corporations fee schedule lists the annual report at $138.75. The fee rises to $538.75 (a $400 late penalty) if the report is received after May 1, and an amended annual report costs $50.

Annual statement

This is Michigan's version of the annual report. The Department of Licensing and Regulatory Affairs sets the fee at $25, due February 15 each year after organization, with a $50 penalty if the statement arrives after that date. An LLC formed after September 30 skips the next February 15 statement.

Articles of Organization

This is the document filed with the state to create an LLC in most states. The California Secretary of State lists the filing fee at $70, and the New York Department of State lists it at $200 and requires the articles to designate a county, with each New York City borough corresponding to a county. In Florida, formation is governed by section 605.0201 of the Florida Statutes, a new LLC costs $125 ($100 filing plus a $25 registered agent fee), and the Division of Corporations notes that it gives no legal advice.

Assumed name

An assumed name is a name a business trades under that differs from its legal name. It is often called a DBA ("doing business as"). The Texas Secretary of State lists the assumed name certificate fee at $25.

Beneficial ownership information

This means details about the people who ultimately own or control a company. FinCEN states that, under the rule effective August 14, 2026, entities created in the United States are exempt from federal BOI reporting. New York's LLC Transparency Act is similarly narrow: the Department of State says it applies only to LLCs formed under the law of a foreign country. Here "foreign" means another country, not another state.

Biennial statement

This is New York's filing, made every two years, that keeps an LLC's information on the state record current. The New York Department of State lists the fee at $9. It is separate from the annual filing fee that the Department of Taxation and Finance charges on Form IT-204-LL, which ranges from $25 up to $4,500 depending on New York source gross income.

Certificate of Formation

This is Texas's name for the document most states call Articles of Organization. The Texas Secretary of State lists the filing fee at $300 and charges a 2.7% convenience fee on the total for card payments. Filings can be made online through SOSDirect.

Certificate of publication

In New York, this is the filing that proves an LLC has met its publication requirement. The Department of State lists the fee at $50.

Certificate of status

This is an official state document confirming that an LLC exists and is current with the state. Some states call it a certificate of good standing or a certificate of existence. Florida's fee schedule lists a Certificate of Status at $5 and a certified copy of a filed document at $30.

EIN (Employer Identification Number)

An EIN is the federal tax ID the IRS assigns to a business, used for bank accounts, payroll and tax returns. The IRS issues it free, says never to pay a third party for one, and says to form the entity with the state before applying. The order matters because the IRS will issue a number to a business the state hasn't yet approved, so if that filing is rejected or the name changes, the number is attached to something that never came into existence.

Foreign qualification

Foreign qualification means registering an LLC formed in one state so it can do business in another. It's why forming in Delaware, Wyoming or Nevada rarely helps someone who operates from home: working from your own state generally means registering there as well, with two sets of fees, two agents and two reports. Qualification is separate from local licensing, and the Texas Secretary of State notes that Texas has no general business license.

Franchise tax

A franchise tax is a state charge for the privilege of existing or doing business as an entity, owed whether or not the business earns anything. California's Franchise Tax Board charges LLCs an annual tax of $800, with the first year's tax due on the 15th day of the 4th month after filing with the Secretary of State. The first-year exemption covered only tax years from January 1, 2021 to before January 1, 2024 and has expired, though the FTB notes that a short form cancellation within one year avoids the first-year $800.

Good standing

Good standing is the status of an LLC that is current on its required state filings and fees. Michigan lists loss of good standing among the consequences of not filing the annual statement. It is also what a lender or another state is checking when it asks for a certificate of status.

Manager-managed

A manager-managed LLC is one where the members appoint one or more managers, who may or may not be members, to run the business. The other members take a more passive role. The choice is recorded in the operating agreement and, in many states, in the formation filing.

Member-managed

A member-managed LLC is run directly by its members, each of whom generally has authority to act for the business. It suits owners who all intend to be involved day to day.

Operating agreement

An operating agreement is the internal contract among members that sets ownership shares, voting, management and what happens when someone leaves. The California Secretary of State says an LLC is required to have one. It isn't filed with the state, so it stays a private document.

Publication requirement

A publication requirement is a rule, most associated with New York, that a new LLC publish notice of its formation and then file proof with the state. The New York Department of State says that failing to publish within 120 days suspends the LLC's authority to do business in the state.

Registered agent

A registered agent is the person or company designated to accept legal papers and official state notices on the LLC's behalf. The Texas Secretary of State says an entity may not serve as its own registered agent and that failing to maintain one risks involuntary termination, and California, which calls the role agent for service of process, says the same about an entity acting as its own agent. Florida's fee schedule lists a change of registered agent at $25.

Registered office

This is the physical address in the state where the registered agent receives papers. An owner can serve as their own agent in every state where they meet the address requirement, which saves a recurring fee. It also puts that physical address into a public, permanently searchable record.

Resident agent

This is Michigan's term for a registered agent. The role is the same: a designated recipient of legal papers and state notices at an address in the state.

Revocation

Revocation is the state's cancellation of an entity's filing or of its authority to do business, often applied to an LLC registered from another state. Michigan lists revocation, alongside dissolution and loss of good standing, as a consequence of not filing the annual statement.

Statement of information

This is California's recurring report of an LLC's addresses, managers and agent. The California Secretary of State lists the fee at $20. It is due within 90 days of registration and every 2 years after, and the Secretary of State's status definitions say failing to file causes suspension or forfeiture.