How to Form a LLC for an Indie Film in California or New York
Here’s everything you need to know to form a LLC.
Step One. Select the Jurisdiction
For a film project in California or New York, the LLC would be formed in Delaware, California, New York. If the project and all of the filmmakers are in California or New York, it makes sense to form the corporation where everyone is located. On the other hand, if the project or the filmmakers are bicoastal (or have any aspiration to be), Delaware is a better option.
Resource: Why Delaware is the best Jurisdiction for Actors and Creatives
Step Two. Select a Name
The next step is to determine whether the name is available. Each state has an option to formally check for name availability and reserve a name, but the following resources are available to do a very basic name search.
Delaware Name Search. In Delaware, search corporate name availability by clicking here.
New York Name Search. In New York, visit the New York Department of State. To search the name click on Domestic Business Corporation (For Profit) and Domestic Limited Liability Company.
California Name Search. In California, search corporate name availability by clicking here.
Step Three. Prepare and File Certificate of Formation
A LLC is legally created by filing Articles of Organization with the Secretary of State. In Delaware, a LLC is created by filing a Certificate of Formation. The Articles contain basic information (e.g., the name, principal place of business, resident agent, etc.).
Resource (Template): form of Certificate of Formation
Step Four. Obtain an EIN
Once the Certificate of Formation has been filed, obtain an Employer Identification Number (EIN) by completing the IRS Form SS-4 and obtaining the EIN online. by clicking here.
Resource: Why we need to file Articles Before Obtaining an EIN
Step Five. Prepare Operating Agreement
The Operating Agreement of a LLC is the playbook for how the LLC operates. It is a private document (not filed with the State) that includes provisions that establish the management structure and appoint a Manager.
Resource (Template): form of Operating Agreement (DE)
Step Nine. Qualify to Do Business
If the LLC is formed in Delaware and intends to do business in California or New York, the LLC must qualify to do business.
Resource (Template): form of Qualification
Step Ten. Secretary of State Filing Requirements
All newly formed LLCs that are doing business in California must file a Statement of Information (Form LLC-12) within the first 90 days of filing the Articles or Qualification. The Statement of Information can be filed online. There is no such initial filing requirement in Delaware and New York. However, each state has annual (or biennial) filing requirements.