\r\n U46 \u2013 CO LLC Formation NM LLC Amendment\r\n0:02\r\nHi, everyone. This is John Jay. Thanks for joining. I\u2019m going to demonstrate a little bit. This is more of a continuation of forming a Colorado LLC. It\u2019s very much like all 50 states in the United States.\r\n0:13\r\nI know that the video I did previou… <\/div>\r\n
\r\n
U46 \u2013 CO LLC Formation NM LLC Amendment
\n0:02
\nHi, everyone. This is John Jay. Thanks for joining. I\u2019m going to demonstrate a little bit. This is more of a continuation of forming a Colorado LLC. It\u2019s very much like all 50 states in the United States.
\n0:13
\nI know that the video I did previously, let\u2019s call this part two, because I made the mistake of talking through the process.
\n0:21
\nBut I didn\u2019t realize the screen wasn\u2019t showing how I was actually entering the data in the form. So I\u2019m going to show you that right now.
\n0:27
\nSo, I\u2019m going to share screen, and then also, I\u2019m going to add in here the process by which you would amend articles.
\n0:32
\nSo I\u2019m choosing New Mexico, in this example, after the state of Colorado here. So, for Colorado, I\u2019m going to show you how to form an LLC, to enter the information for the articles with the state.
\n0:42
\nAnd then I\u2019m gonna switch over to New Mexico And I\u2019m gonna show you how to amend the articles, and yeah, it\u2019s very similar in most states like that.
\n0:48
\nSo, here we go.
\n0:50
\nAlright, you see here.
\n0:52
\nUm, 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.
\n1:02
\nThis is the first one on the list: business organizations.
\n1:06
\nAnd takes me right to the Secretary of State.
\n1:09
\nOK, I can file something new, I want to file a new business document.
\n1:16
\nNotice how I don\u2019t really have an account here. I don\u2019t think I haven\u2019t logged in. It\u2019s just, I just found it on the Internet, right? I searched on it. I can file a form to create a new record. Alright.
\n1:26
\nThis is a new set of articles for an LLC, so I\u2019m going to click on that.
\n1:32
\nAnd then I\u2019m going to go to this category here.
\n1:35
\nIt\u2019s going to be a limited liability company thing.
\n1:42
\nAnd then this is some notice about the statute pertaining to LLCs.
\n1:50
\nAnd here we go. So I\u2019m going to enter the information. I\u2019m 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\u2019m just going to pick a zip code at random just so I can get through the process.
\n2:03
\nGot random area code, so I know what kind of phone numbers, right, So, let\u2019s go back here. Are you forming a professional service? For most of us, we\u2019re not going to do that.
\n2:13
\nIf you\u2019re 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\u2019s gotta be some state law that requires it.
\n2:27
\nMaybe you\u2019re a real estate broker, OK? So maybe that\u2019s the case. Or you\u2019re 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.
\n2:42
\nSo, this is not professional. So then we\u2019re gonna go down here, we\u2019re going to choose how we\u2019d like to show it designation.
\n2:48
\nSo the name of my LLC can be whatever, and I can have this phrase after the name, that seems kind of wordy.
\n2:55
\nI really do like this, OK?
\n2:57
\nLLC, so I\u2019m going to pick that.
\n3:00
\nSo, the exact name is going to be, let\u2019s call it exact name of company.
\n3:07
\nCome LLC.
\n3:08
\nOK, and I\u2019m going to go to the next.
\n3:12
\nThe address is going to be 14 50 North Street and it\u2019s going to be in Boulder, made that up. Colorado, let\u2019s not do California.
\n3:23
\nDefinitely hit me, Colorado and now zip codes, I need a zip code for Colorado. say.
\n3:27
\nI\u2019m going to pick this 180022, just for demonstration purposes here.
\n3:34
\nAnd 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.
\n3:46
\nSo, let\u2019s say Charlie Brown is doing this and let\u2019s say your name is John Smith. You can still named Charlie Brown as your agent.
\n3:53
\nEven though you\u2019re the agent, you can actually use a fictitious name for the agent, whatever you want to do.
\n3:58
\nThe 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\u2019s actually a crime to do that, but I can use a fictitious name for myself, I can use my real name.
\n4:15
\nAll right.
\n4:16
\nSo, let\u2019s just do this, make it simple, same as Principal Office.
\n4:24
\nI 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\u2019s you, if it\u2019s yourself, then sure, you can use that same address.
\n4:37
\nI\u2019m just going to keep it all the same mailing address. Mailing address is same as principal address.
\n4:42
\nHas the person above agreed, C, There you go.
\n4:45
\nMake sure that if whatever you\u2019re choosing up here, OK, Charlie Brown is my fictitious name today, right?
\n4:51
\nAnd so, I\u2019m going to agree that Charlie Brown agrees to using his name.
\n4:57
\nSimple stuff, And then who manages?
\n4:58
\nI 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.
\n5:16
\nSo I\u2019ve always done well, as I keep things simple, I make it to where I don\u2019t 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\u2019re structuring this. So this just avoids a lot more of the issues.
\n5:29
\nThere\u2019s at least one member of the LLC.
\n5:30
\nOf course, to have an LLC, you have to at least have one member, OK, So sure. We\u2019ve just got one member, so.
\n5:37
\nWe have members who are managing the LLC, and yeah, it\u2019s just one. In this case, I\u2019m going to name an Unincorporated Association.
\n5:45
\nSo here\u2019s what we\u2019re going to do. We\u2019re going to say it\u2019s an entity.
\n5:48
\nHere\u2019s the entity name, so let\u2019s just say It\u2019s, um, So Charlie Brown is going to be the member, right? But not really. We\u2019re gonna named Charlie Brown\u2019s Family, but we\u2019re gonna give Charlie Brown\u2019s family a special name. And, by the way, it doesn\u2019t have to be his family, it could be.
\n6:02
\nMaybe this name we\u2019re going to choose right here.
\n6:04
\nThat I\u2019m gonna choose is Charlie Brown\u2019s e-mail list. His contact list, right, or maybe it\u2019s his Facebook membership, or whatever, it could be the list of his favorite neighbors, OK?
\n6:15
\nSo, we\u2019re going to call it The Charlie.
\n6:18
\nIt\u2019s brown Society, and it\u2019s going to be a private membership association.
\n6:27
\nIt could also be a trust.
\n6:29
\nA PMA is a trust because of the way we\u2019re using it.
\n6:32
\nSo a group that you give a name to, and then act on behalf of makes you the trustee.
\n6:39
\nSo if I\u2019m acting in behalf of the Charlie Brown Society, PMA, I become its trustee.
\n6:44
\nIt doesn\u2019t mean that any member of this association has any claim over the property I\u2019m managing with the LLC or whatever.
\n6:52
\nIt\u2019s just a name, OK? And it\u2019s taken at Face value as the owner of all the property rights in the LLC.
\n6:59
\nAll right, and yeah, it is a trust in this case.
\n7:04
\nSorry, it\u2019s an, it\u2019s an entity.
\n7:07
\nLet\u2019s do this. Alright, it\u2019s an entity and let\u2019s call it sorry, I have to enter this again.
\n7:18
\nI\u2019m gonna leave it like that. The address is whatever I said before, right? North Street wasn\u2019t.
\n7:26
\nAnd it\u2019s going to be in Boulder.
\n7:29
\nStreet probably doesn\u2019t exist who cares.
\n7:31
\nI\u2019m going to show you how this got how this works. and now I think if I remember correctly it was 80022 country, US next.
\n7:43
\nOK, so it\u2019s asking me to check to make sure, I only want one person, OK, That\u2019s all I need. I\u2019m gonna go into the next step.
\n7:51
\nOK, so if you\u2019re 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.
\n8:06
\nThe individual members of this LLC, R naught.
\n8:19
\nLiable or responsible for any debts or obligations incurred by the LLC unless otherwise specified in a written agreement.
\n8:43
\nBecause sometimes you might have to do that specified.
\n8:48
\nGot it.
\n8:49
\nRight, 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.
\n9:01
\nThis also separates the LLC from the S members, this is another demonstration of how there\u2019s a separation, OK?
\n9:10
\nDon\u2019t need information. This is where you would supplement, like with additional articles.
\n9:15
\nMaybe you have an equity partner, right? That put up some money, and maybe you want to express that here. You don\u2019t have to.
\n9:21
\nBut 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.
\n9:31
\nSo, this is where you actually get privacy. Ironically, by disclosing who has what property rights and obligations.
\n9:37
\nI can make that story. Look, whatever whatever way I want to, OK?
\n9:41
\nSo, I do not need to attach more here in this case.
\n9:44
\nAnd I don\u2019t need to be it don\u2019t have it delayed.
\n9:47
\nI mean, I could, I could say, don\u2019t make this LLC active until next month, right?
\n9:53
\nBut now I want this to be immediate.
\n10:00
\nAnd so I\u2019m doing everything in our county, a perjury Corps.
\n10:02
\nAnd it\u2019s Charlie Brown, OK?
\n10:08
\nAnd whatever that address was, I think I haven\u2019t memorized by now You see, this takes just a few minutes. If I weren\u2019t explaining, we\u2019d already be done right.
\n10:17
\nThis is registering articles. Now, in some countries, it\u2019s it\u2019s complicated.
\n10:22
\nThey make you do extra documents, which is not a big deal.
\n10:24
\nI mean, once you have the documents ready, all you\u2019re really doing is announcing that you\u2019re 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\u2019re letting us do an agreement with one person.
\n10:42
\nThat\u2019s just how the state works, OK? That\u2019s how all 50 states operate.
\n10:47
\nBut 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.
\n10:57
\nThis is all we\u2019re doing here, it just so happens that we\u2019re 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.
\n11:09
\nRight. But the banks typically prefer us to register with the state and get a tax number to do a bank account.
\n11:18
\nSo, I think we\u2019re good here.
\n11:22
\nYeah.
\n11:24
\nYeah.
\n11:25
\nI mean, you can get e-mail notifications, there are probably going to be solicitations.
\n11:29
\nI 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\u2019re gonna have to look and see. If you went to renew the charter, because in Colorado, you gotta renew the charter every year.
\n11:43
\nNow, if you don\u2019t like to do that, you can use in New Mexico or Pennsylvania.
\n11:48
\nAll right? And cell phone, OK, let\u2019s see it and see.
\n11:55
\nI don\u2019t want to sign up for text messages.
\n11:58
\nIf I can avoid it, right.
\n12:00
\nAnd so I\u2019m just gonna give me a chance to look at everything, make sure it\u2019s all right. I don\u2019t care. I just want to show you guys how simple this is.
\n12:07
\nIt\u2019s Colorado, it\u2019s almost the same for New Mexico and now in New Mexico, they want you to have a sign registered agent.
\n12:14
\nUm Statement of consent or authorization for the agent.
\n12:19
\nNow some of you may know how to modify a PDF and sign the signature for the agent. Maybe it\u2019s yourself and provide that document for myself. I, you\u2019ll always print it out.
\n12:30
\nI 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\u2019s not doing that. So it\u2019s much easier in Colorado because I have to deal with that.
\n12:42
\nSigned document, OK?
\n12:45
\nWhen it asks you for a signature.
\n12:48
\nIf you type in the name of the signatory that\u2019s legally binding. It\u2019s not legally binding just because you sign your name and cursive. OK, That doesn\u2019t, it\u2019s a fact that you expressed your, your will, OK, by some means, that makes it legally binding, that\u2019s 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.
\n13:08
\nSo let\u2019s get rid of those guys. We don\u2019t care about that anymore. I don\u2019t care about that anymore.
\n13:13
\nAnd let\u2019s look at the New Mexico here.
\n13:19
\nSo I just searched on, what did I search on.
\n13:24
\nI probably went on. Let\u2019s see, Duck Duck go.
\n13:28
\nI searched on New Mexico, LLC Amendment articles, PDF.
\n13:34
\nYou\u2019re gonna find a lot of services that want to sell you this service, which is fine. It\u2019s not necessary. What\u2019s only necessary, is that you pay the fee to the state, OK? You don\u2019t 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.
\n13:56
\nSo here, I can do Articles of Amendment, right?
\n14:01
\nSo, if I click on that link, I\u2019m going to get this form.
\n14:05
\nHmm, And this is it.
\n14:09
\nYou see here.
\n14:11
\nIt is giving you a checkbox, Did you do this? Did you fill in the application completely?
\n14:17
\nYeah.
\n14:19
\nArticle three, please list each amendment.
\n14:22
\nUm, the filing fee is $50, OK?
\n14:27
\nSo make sure you follow these directions, right. So let\u2019s 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\u2019m creating.
\n14:39
\nSo, Article one, you\u2019re going to get the Business ID number. This comes from the certificate that you received when you register the company.
\n14:47
\nUm, use your e-mail address, use your phone number because you may get some important communication regarding this filing.
\n14:54
\nUm, 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.
\n15:06
\nSo here\u2019s how, I\u2019m going to show you how this works. So article three in this example is where we\u2019re going to change the members. So a lot of you are asking me how to change the membership.
\n15:15
\nSo let\u2019s say John Smith is the current single member manager.
\n15:20
\nSo I\u2019m gonna, I\u2019m gonna replace John Smith with the John Smith Society, PMA, So I\u2019m gonna take a single member, and I\u2019m gonna replace it with a PMA.
\n15:29
\nThe way I\u2019m going to show you here is the exact way you would do this.
\n15:32
\nIf you\u2019re adding two other members, let\u2019s say, well, let\u2019s say John Smith wants to add his brother.
\n15:39
\nThis is how you do it.
\n15:41
\nJohn Smith wants to replace his name and add two people that are not himself, OK?
\n15:46
\nSo here\u2019s how you do it.
\n15:47
\nSo let\u2019s say, be it resolved.
\n15:51
\nHmm.
\n15:56
\nAnd we\u2019re going to say something like, see, I\u2019m kinda making this up, right. You just gotta think of it.
\n16:05
\nAmending the articles.
\n16:10
\nTo include the John Smith Society, right?
\n16:19
\nPMA, it\u2019s important that you put the designation and we\u2019re going to include it as the Welcome to the next line Managing Member.
\n16:31
\nSo notice how I didn\u2019t change. Let\u2019s say I\u2019m John Smith, I didn\u2019t change the fact that I am the Managing Member, right?
\n16:37
\nAll I said here was on many of the articles to include another Managing Member.
\n16:46
\nLet me say this as the as the man managing member, I\u2019ll just leave it like that and further to remove John Smith as managing member.
\n17:05
\nAnd to further make this clear, I say such that comma.
\n17:13
\nThe only managing member is the John Smith Society.
\n17:24
\nPMA?
\n17:28
\nOK, so I first add the people I want the person I want. And then if I don\u2019t want to be on there anymore, I then after I\u2019ve exercised my authority to add others, then I remove myself.
\n17:42
\nAnd now, from then on, if the PMA has now the: So Managing Member wants to make any changes.
\n17:50
\nI would come and do the same modification, except I would use my Title with regard to the PMA.
\n17:56
\nI would say as authorized signatory for the PMA managing Member, or I would say as Trustee for the PNA.
\n18:05
\nThat would be exercising my authority going forward, OK? And here\u2019s your date.
\n18:11
\nIt\u2019s going to be effective, we can ignore that because it\u2019ll be effective when we file. It. Can sign up for our name.
\n18:17
\nIn this case, Excuse me, I\u2019m gonna I\u2019m just going to print my name, right?
\n18:22
\nIf I were the PMA, and I\u2019m modifying the Articles, let\u2019s 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.
\n18:38
\nI can also use the term authorized signatory, and then they want you to include this, too, when you file with the Secretary of State.
\n18:47
\nI 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\u2019s all done online, which is kinda nice.
\n18:57
\nThis one, I believe you can upload this over the Internet.
\n19:00
\nYou don\u2019t have to use the mail system or paper.
\n19:03
\nSo, anyways, I mean, I always like to have it mailed. I don\u2019t do this. I don\u2019t do this thing here.
\n19:08
\nI mean, who\u2019s going to go there? So, anyways, That\u2019s as simple as it is. Really. There\u2019s Colorado, New Mexico.
\n19:15
\nBy the way, Those are my favorite states, along with the Pennsylvania, Florida, Georgia, Ohio, there are some other states I don\u2019t talk about too much because they\u2019re just as good, I mean, Oklahoma\u2019s good. Probably Arkansas.
\n19:29
\nI would stay away from Kentucky, although it\u2019s OK, I\u2019ve is tolerable, Kentucky. I stay away from California, Texas. I know you\u2019ve 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\u2019t really care what you\u2019re doing, and the banks easily open accounts for and don\u2019t have elaborate requirements, OK.
\n20:05
\nSo, I hope that helps you out.
\n20:07
\nI\u2019m going to do some more of these.
\n20:10
\nThanks for watching.<\/p>\n <\/div>\r\n <\/div>\r\n\r\n \r\n<\/div>\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t