⏱️ Block 2 · Entities · 2-3 hours prep + 7-14 days state processing
🎯 Week Goal
Legally form your Publishing LLC — the parent company of your entire music business — with proper structure to protect personal assets and establish legal entity status.
📌 Learning Objectives
Explain the legal benefits of an LLC over a sole proprietorship
Distinguish member-managed vs. manager-managed LLCs
Complete Articles of Organization with your Secretary of State
Choose between a professional registered agent and self-registration
🍹 The Lemonade Stand
Sole proprietor = selling lemonade from your front yard. LLC = opening an actual lemonade store. Same lemonade — completely different protection and credibility.
🚨 CRITICAL WARNING
DO NOT let ASCAP or BMI register your publishing company for you. They will use your Social Security Number to create a DBA — not a proper LLC. Register with your Secretary of State FIRST using your own filing, then bring the LLC to your PRO in Week 11.
⚖️ Member-Managed vs. Manager-Managed
Aspect
Member-Managed
Manager-Managed
Who runs it?
All members collectively
Designated manager(s)
Decision making
All members must agree/vote
Manager decides independently
Contract signing
All members sign together
Manager signs alone
Best for
Equal partnerships
Single owner or clear leadership
Most students
Rarely used
✅ Recommended
📝 Step-by-Step Instructions
Verify your name is still available (Week 3 research); include "LLC" or "Limited Liability Company" in the legal name
Gather required information — business name, virtual address (Week 4), NAICS code (Week 4), registered agent decision, member info, business purpose
Choose registered agent option
Option A — Professional agent ($25-200/yr): keeps your name off public record, mail forwarding, more privacy (Northwest Registered Agent, Incfile, LegalZoom)
Option B — Yourself ($0): saves money, but your name appears on public record and you must be available 9-5 M-F at the listed address
Access your state's LLC filing system — Secretary of State website → "Form an LLC" / "Articles of Organization"
Complete Articles of Organization
LLC Name: your publishing company name with LLC designation
Principal Address: your VIRTUAL business address (not the agent's!)
Management Structure: Manager-Managed; list yourself
Business Purpose: "Music publishing, record production and distribution, and any lawful business"
Select processing speed — Standard 7-14 days ($50-300 by state) · Expedited 2-5 days (+$50-100) · Same-day (+$100-200)
Pay, submit, and save the confirmation number and application PDF
When approved, save your Certificate of Organization — multiple copies, note the official formation date
🛡️ Maintaining Your Corporate Veil
✅ DO: use your business address for all business matters · sign contracts as "Your Name, Manager of [LLC Name]" · keep finances completely separate · register copyrights with the LLC as claimant · file annual reports.
❌ DON'T: mix personal and business funds · sign with just your name · use your home address on business documents · pay personal expenses from the business account.