S LLC CorporationThe stamp says what the state created

What the stamp is for.

A state forms a company when the certificate is accepted. The word on that page is the entity. People go looking for the letter S on it and feel a jolt when it is not there. The jolt is understandable. The letter S was never going to be on that page. The election is a federal filing, and it happens later, or it does not happen at all.

A filing fee paid to a state is the price of the certificate. Paying it does not tell the IRS how the company is taxed. An election is a separate federal form, and the acceptance letter is the only proof it landed. A registered agent has to agree to serve. A company is not allowed to be its own agent. The fee and the election are two different errands, and finishing one leaves the other untouched.

A drawer full of old menus is a pleasant kind of clutter. We can all appreciate a room that has kept its stuff. A certificate is the opposite of that clutter. It is one page, and the word on it is the whole point, which is why we ask to see the page and not a memory of having paid a fee.

What the stamp is not.

The stamp does not say how the company is taxed. A single member and a group of members can hold the same kind of certificate and file completely different returns. The member count, plus any election, decides the return. The stamp decides the company.

People sometimes treat the stamp as a suggestion and the bank form as the authority. It runs the other way. The bank form is trying to describe the stamp. When the description gets mashed, you correct the description. You do not order a new stamp to match a bad description.

If the stamp is lost, you can ask the state for evidence of the filing. A memory of having paid the fee is not the page. We would rather wait for the page than build a year on a memory.

After the page is in hand.

Put the certificate where you can find it in October and in January. The name on it is the name the books should be willing to use, adjusted only by an election letter if one exists.

We close the month under that name. Statements come from the close. The return comes from the statements. A second formation is not the price of any of those three.