U46 – CO LLC Formation NM LLC Amendment
0:02
Hi, everyone. This is John Jay. Thanks for joining. I’m going to demonstrate a little bit. This is more of a continuation of forming a Colorado LLC. It’s very much like all 50 states in the United States.
0:13
I know that the video I did previously, let’s call this part two, because I made the mistake of talking through the process.
0:21
But I didn’t realize the screen wasn’t showing how I was actually entering the data in the form. So I’m going to show you that right now.
0:27
So, I’m going to share screen, and then also, I’m going to add in here the process by which you would amend articles.
0:32
So I’m choosing New Mexico, in this example, after the state of Colorado here. So, for Colorado, I’m going to show you how to form an LLC, to enter the information for the articles with the state.
0:42
And then I’m gonna switch over to New Mexico And I’m gonna show you how to amend the articles, and yeah, it’s very similar in most states like that.
0:48
So, here we go.
0:50
Alright, you see here.
0:52
Um, Yeah, so all I did here is, as you can tell, I just searched on Colorado, Secretary of State, and then I get to this here.
1:02
This is the first one on the list: business organizations.
1:06
And takes me right to the Secretary of State.
1:09
OK, I can file something new, I want to file a new business document.
1:16
Notice how I don’t really have an account here. I don’t think I haven’t logged in. It’s just, I just found it on the Internet, right? I searched on it. I can file a form to create a new record. Alright.
1:26
This is a new set of articles for an LLC, so I’m going to click on that.
1:32
And then I’m going to go to this category here.
1:35
It’s going to be a limited liability company thing.
1:42
And then this is some notice about the statute pertaining to LLCs.
1:50
And here we go. So I’m going to enter the information. I’m going to make this up as we go. I want to point you over to the fact that I have a list of what our zip codes in Colorado. So when I get to that point, I’m just going to pick a zip code at random just so I can get through the process.
2:03
Got random area code, so I know what kind of phone numbers, right, So, let’s go back here. Are you forming a professional service? For most of us, we’re not going to do that.
2:13
If you’re actually in a professional service, you can just choose LLC, I would recommend not selecting professional LLC unless you have a license that requires it, or unless, yeah, there’s gotta be some state law that requires it.
2:27
Maybe you’re a real estate broker, OK? So maybe that’s the case. Or you’re a physician or something like that, but I would avoid it. If at all possible, just use a regular LLC. All you want to do is have the freedom to process payments, and then decide what you want to do at that point.
2:42
So, this is not professional. So then we’re gonna go down here, we’re going to choose how we’d like to show it designation.
2:48
So the name of my LLC can be whatever, and I can have this phrase after the name, that seems kind of wordy.
2:55
I really do like this, OK?
2:57
LLC, so I’m going to pick that.
3:00
So, the exact name is going to be, let’s call it exact name of company.
3:07
Come LLC.
3:08
OK, and I’m going to go to the next.
3:12
The address is going to be 14 50 North Street and it’s going to be in Boulder, made that up. Colorado, let’s not do California.
3:23
Definitely hit me, Colorado and now zip codes, I need a zip code for Colorado. say.
3:27
I’m going to pick this 180022, just for demonstration purposes here.
3:34
And what province nine country, United States, state, same street address, registered agent is going to be an individual. You can name yourself as the agent.
3:46
So, let’s say Charlie Brown is doing this and let’s say your name is John Smith. You can still named Charlie Brown as your agent.
3:53
Even though you’re the agent, you can actually use a fictitious name for the agent, whatever you want to do.
3:58
The limitation here is that you can not name a real person or company, as an agent, unless that individual company or person has consented in writing, OK, so be careful about that because there’s actually a crime to do that, but I can use a fictitious name for myself, I can use my real name.
4:15
All right.
4:16
So, let’s just do this, make it simple, same as Principal Office.
4:24
I mean, the agent certainly can be a different address, the registered agent is not where you should have your principal place of business, but if it’s you, if it’s yourself, then sure, you can use that same address.
4:37
I’m just going to keep it all the same mailing address. Mailing address is same as principal address.
4:42
Has the person above agreed, C, There you go.
4:45
Make sure that if whatever you’re choosing up here, OK, Charlie Brown is my fictitious name today, right?
4:51
And so, I’m going to agree that Charlie Brown agrees to using his name.
4:57
Simple stuff, And then who manages?
4:58
I really prefer, member managers, if you do managing, if you do managers that are outside the membership, I think you just create more questions about those individuals, ID or identification.
5:16
So I’ve always done well, as I keep things simple, I make it to where I don’t have to face a lot of questions. We already have to deal with a lot of questions at the bank. Because of the way we’re structuring this. So this just avoids a lot more of the issues.
5:29
There’s at least one member of the LLC.
5:30
Of course, to have an LLC, you have to at least have one member, OK, So sure. We’ve just got one member, so.
5:37
We have members who are managing the LLC, and yeah, it’s just one. In this case, I’m going to name an Unincorporated Association.
5:45
So here’s what we’re going to do. We’re going to say it’s an entity.
5:48
Here’s the entity name, so let’s just say It’s, um, So Charlie Brown is going to be the member, right? But not really. We’re gonna named Charlie Brown’s Family, but we’re gonna give Charlie Brown’s family a special name. And, by the way, it doesn’t have to be his family, it could be.
6:02
Maybe this name we’re going to choose right here.
6:04
That I’m gonna choose is Charlie Brown’s e-mail list. His contact list, right, or maybe it’s his Facebook membership, or whatever, it could be the list of his favorite neighbors, OK?
6:15
So, we’re going to call it The Charlie.
6:18
It’s brown Society, and it’s going to be a private membership association.
6:27
It could also be a trust.
6:29
A PMA is a trust because of the way we’re using it.
6:32
So a group that you give a name to, and then act on behalf of makes you the trustee.
6:39
So if I’m acting in behalf of the Charlie Brown Society, PMA, I become its trustee.
6:44
It doesn’t mean that any member of this association has any claim over the property I’m managing with the LLC or whatever.
6:52
It’s just a name, OK? And it’s taken at Face value as the owner of all the property rights in the LLC.
6:59
All right, and yeah, it is a trust in this case.
7:04
Sorry, it’s an, it’s an entity.
7:07
Let’s do this. Alright, it’s an entity and let’s call it sorry, I have to enter this again.
7:18
I’m gonna leave it like that. The address is whatever I said before, right? North Street wasn’t.
7:26
And it’s going to be in Boulder.
7:29
Street probably doesn’t exist who cares.
7:31
I’m going to show you how this got how this works. and now I think if I remember correctly it was 80022 country, US next.
7:43
OK, so it’s asking me to check to make sure, I only want one person, OK, That’s all I need. I’m gonna go into the next step.
7:51
OK, so if you’re prompted during your articles registration, you can give this following statement unless you want to add some more things but generally I do something like this.
8:06
The individual members of this LLC, R naught.
8:19
Liable or responsible for any debts or obligations incurred by the LLC unless otherwise specified in a written agreement.
8:43
Because sometimes you might have to do that specified.
8:48
Got it.
8:49
Right, the individual members of this LLC are not liable or responsible for any debts or obligations incurred by the LLC unless otherwise specified in a written agreement.
9:01
This also separates the LLC from the S members, this is another demonstration of how there’s a separation, OK?
9:10
Don’t need information. This is where you would supplement, like with additional articles.
9:15
Maybe you have an equity partner, right? That put up some money, and maybe you want to express that here. You don’t have to.
9:21
But the purpose of forming the articles in this way is to show the whole world the relationship that one may have with the property and the property rights of the company.
9:31
So, this is where you actually get privacy. Ironically, by disclosing who has what property rights and obligations.
9:37
I can make that story. Look, whatever whatever way I want to, OK?
9:41
So, I do not need to attach more here in this case.
9:44
And I don’t need to be it don’t have it delayed.
9:47
I mean, I could, I could say, don’t make this LLC active until next month, right?
9:53
But now I want this to be immediate.
10:00
And so I’m doing everything in our county, a perjury Corps.
10:02
And it’s Charlie Brown, OK?
10:08
And whatever that address was, I think I haven’t memorized by now You see, this takes just a few minutes. If I weren’t explaining, we’d already be done right.
10:17
This is registering articles. Now, in some countries, it’s it’s complicated.
10:22
They make you do extra documents, which is not a big deal.
10:24
I mean, once you have the documents ready, all you’re really doing is announcing that you’re going to do business in the name of a company and the company. really, a company is an agreement between more than one person. In this case, they’re letting us do an agreement with one person.
10:42
That’s just how the state works, OK? That’s how all 50 states operate.
10:47
But really, a company is an agreement between more than one person, and then you announce it to the world. And that is, that makes it binding on, everyone else. They have to act accordingly.
10:57
This is all we’re doing here, it just so happens that we’re registering with the state. We could published in the newspaper, we could put a big billboard up next to our homes, right, or at the office building a big sign saying, Hey, this company now exists, we could do that way.
11:09
Right. But the banks typically prefer us to register with the state and get a tax number to do a bank account.
11:18
So, I think we’re good here.
11:22
Yeah.
11:24
Yeah.
11:25
I mean, you can get e-mail notifications, there are probably going to be solicitations.
11:29
I mean, if you calendar this correctly, so in your calendar, just make a note or your next calendar for the following year. Make a note a month beforehand, 11 months out, that you’re gonna have to look and see. If you went to renew the charter, because in Colorado, you gotta renew the charter every year.
11:43
Now, if you don’t like to do that, you can use in New Mexico or Pennsylvania.
11:48
All right? And cell phone, OK, let’s see it and see.
11:55
I don’t want to sign up for text messages.
11:58
If I can avoid it, right.
12:00
And so I’m just gonna give me a chance to look at everything, make sure it’s all right. I don’t care. I just want to show you guys how simple this is.
12:07
It’s Colorado, it’s almost the same for New Mexico and now in New Mexico, they want you to have a sign registered agent.
12:14
Um Statement of consent or authorization for the agent.
12:19
Now some of you may know how to modify a PDF and sign the signature for the agent. Maybe it’s yourself and provide that document for myself. I, you’ll always print it out.
12:30
I sign that registered agent acceptance and then I scan it back and then I upload the PDF file. That is the state of New Mexico and Colorado. It’s not doing that. So it’s much easier in Colorado because I have to deal with that.
12:42
Signed document, OK?
12:45
When it asks you for a signature.
12:48
If you type in the name of the signatory that’s legally binding. It’s not legally binding just because you sign your name and cursive. OK, That doesn’t, it’s a fact that you expressed your, your will, OK, by some means, that makes it legally binding, that’s called a signature. OK, the nature of your sign. Alright, so anyway, here we go. We can, we can do the payment and all that stuff.
13:08
So let’s get rid of those guys. We don’t care about that anymore. I don’t care about that anymore.
13:13
And let’s look at the New Mexico here.
13:19
So I just searched on, what did I search on.
13:24
I probably went on. Let’s see, Duck Duck go.
13:28
I searched on New Mexico, LLC Amendment articles, PDF.
13:34
You’re gonna find a lot of services that want to sell you this service, which is fine. It’s not necessary. What’s only necessary, is that you pay the fee to the state, OK? You don’t have to pay a third party to do it. Some people make their money that way. Maybe your registered agent, if you have a real registered agent. They might charge $100 or $50 to do this. And then the state charges $50 in New Mexico. Most states charge about $50.
13:56
So here, I can do Articles of Amendment, right?
14:01
So, if I click on that link, I’m going to get this form.
14:05
Hmm, And this is it.
14:09
You see here.
14:11
It is giving you a checkbox, Did you do this? Did you fill in the application completely?
14:17
Yeah.
14:19
Article three, please list each amendment.
14:22
Um, the filing fee is $50, OK?
14:27
So make sure you follow these directions, right. So let’s go in here now. You really should download this. Excuse me. Save it on your computer and a file, I like using a file folder by the name of the LLC I’m creating.
14:39
So, Article one, you’re going to get the Business ID number. This comes from the certificate that you received when you register the company.
14:47
Um, use your e-mail address, use your phone number because you may get some important communication regarding this filing.
14:54
Um, the date it was filed, you can get that right from the articles, you can go look it up, OK, when the articles were considered filed. Because sometimes you might fall on the 10th, and the State says it was followed in the 12th.
15:06
So here’s how, I’m going to show you how this works. So article three in this example is where we’re going to change the members. So a lot of you are asking me how to change the membership.
15:15
So let’s say John Smith is the current single member manager.
15:20
So I’m gonna, I’m gonna replace John Smith with the John Smith Society, PMA, So I’m gonna take a single member, and I’m gonna replace it with a PMA.
15:29
The way I’m going to show you here is the exact way you would do this.
15:32
If you’re adding two other members, let’s say, well, let’s say John Smith wants to add his brother.
15:39
This is how you do it.
15:41
John Smith wants to replace his name and add two people that are not himself, OK?
15:46
So here’s how you do it.
15:47
So let’s say, be it resolved.
15:51
Hmm.
15:56
And we’re going to say something like, see, I’m kinda making this up, right. You just gotta think of it.
16:05
Amending the articles.
16:10
To include the John Smith Society, right?
16:19
PMA, it’s important that you put the designation and we’re going to include it as the Welcome to the next line Managing Member.
16:31
So notice how I didn’t change. Let’s say I’m John Smith, I didn’t change the fact that I am the Managing Member, right?
16:37
All I said here was on many of the articles to include another Managing Member.
16:46
Let me say this as the as the man managing member, I’ll just leave it like that and further to remove John Smith as managing member.
17:05
And to further make this clear, I say such that comma.
17:13
The only managing member is the John Smith Society.
17:24
PMA?
17:28
OK, so I first add the people I want the person I want. And then if I don’t want to be on there anymore, I then after I’ve exercised my authority to add others, then I remove myself.
17:42
And now, from then on, if the PMA has now the: So Managing Member wants to make any changes.
17:50
I would come and do the same modification, except I would use my Title with regard to the PMA.
17:56
I would say as authorized signatory for the PMA managing Member, or I would say as Trustee for the PNA.
18:05
That would be exercising my authority going forward, OK? And here’s your date.
18:11
It’s going to be effective, we can ignore that because it’ll be effective when we file. It. Can sign up for our name.
18:17
In this case, Excuse me, I’m gonna I’m just going to print my name, right?
18:22
If I were the PMA, and I’m modifying the Articles, let’s say I want to remove myself as the PMA, and I want to add two individual people, then I would just identify myself as the Trustee for the PNA.
18:38
I can also use the term authorized signatory, and then they want you to include this, too, when you file with the Secretary of State.
18:47
I believe this can be done online, some of these are only done online. I know that Colorado has a link where, when you do exactly what I just showed you here, it’s all done online, which is kinda nice.
18:57
This one, I believe you can upload this over the Internet.
19:00
You don’t have to use the mail system or paper.
19:03
So, anyways, I mean, I always like to have it mailed. I don’t do this. I don’t do this thing here.
19:08
I mean, who’s going to go there? So, anyways, That’s as simple as it is. Really. There’s Colorado, New Mexico.
19:15
By the way, Those are my favorite states, along with the Pennsylvania, Florida, Georgia, Ohio, there are some other states I don’t talk about too much because they’re just as good, I mean, Oklahoma’s good. Probably Arkansas.
19:29
I would stay away from Kentucky, although it’s OK, I’ve is tolerable, Kentucky. I stay away from California, Texas. I know you’ve heard this list before. I stay away from Illinois, New York. Why do I stay away from those states? Well, because I want, when I register a company for a client, I want him to go about his life, his business, and not have to deal with the nonsense of the state. Sending him a letter, saying, Hey, we think that you owe us $47,000 and employment withholding tax or some garbage like that. And then he has to, you know, deal with that. So, I choose states that don’t really care what you’re doing, and the banks easily open accounts for and don’t have elaborate requirements, OK.
20:05
So, I hope that helps you out.
20:07
I’m going to do some more of these.
20:10
Thanks for watching.