Just because you filed for a name of a company and gave your address information to ‘form’ a legal entity through your secretary of state does not mean that you are ‘protected’ as you might intend. Corporate formalities must be observed and that includes proper documentation and following the proper behavior. If your company does not pass the tests when it is challenged then the entity is ‘disregarded’ and you are individually responsible for the obligation or problem at hand.
With a few exceptions for partnerships that are allowed to be created ‘informally’ - every entity (corporation, general partnership, limited partnership, association, limited liability company) must have a governing document. For the corporation it is the By-laws, for a partnership it is the Partnership Agreement and for a limited liability company it is the Operating Agreement.
In every state except California, Main, Ohio, North Dakota, Idaho, Florida, Michigan, Virginia, Maryland, Delaware, Alabama, Iowa, Nebraska and North Carolina individuals have the ability to ‘form’ an entity online without preparing ‘papers’. There are also an abundance of sites where you can ‘sign up’ to have them form your entity for you. They give you a one size fits all set of documents- usually defaulting to the law of the place of organization. They do not tell you that or provide you with the rules you just ‘adopted’.
It is best to seek counsel before an entity is formed but even if you have gone the ‘solo’ route- a quick check to see what you ‘created’ is usually painless and can provide so much peace.
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