If you’re looking tostart a new business, you may opt to form an LLC, orlimited liability company, which is one of the more common options for a small company. In order to establish an LLC, you’ll need to file articles of organization.
Articles of organization are foundational legal documents for establishing a business entity in the form of an LLC in any given state in the US.
In this article, you’ll learn more about what articles of organization are, why you need to submit them, and how to get started filing them to create your LLC and new business.
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What are articles of organization?
Articles of organization are legal documents involved withsetting up an LLCwithin a US state. They set out legal rights, capabilities, fiduciary duties, potential liabilities, and other official aspects of the relationship between each member of an LLC, as well as between members and the LLC itself.
Articles of organization also include the operating agreement and the corporate statutes in the state where they are filed.
You file articles of organization with your state government. An LLC must meet specific requirements set forth by the individual state authority in the area where it will do business. The state also typically requires businesses to pay a fee when filing articles of organization. Some states may refer to these as a certificate of formation or certificate of organization instead.
Articles of organization are LLC-specific, but are very similar to the articles of incorporation that are filed when setting up a corporation.
Why are articles of organization needed?
Without articles of organization, your limited liability company doesn’t legally exist.
The document helps to create a public record of your business information and existence, including the business name, your name and contact information, and other information about where to send lawsuits and legal notices.
If you’re running your business from home and don’t want your personal address to be listed publicly as a place to send official notices, you can work with a registered agent.
A registered agent provides their address for this type of communication. Some companies exist solely to provide registered agent services; however, small-business lawyers often offer their offices as your registered agent for an annual fee.
If you choose to work with a small business lawyer to help set up your LLC or file your articles of organization, check to see if they can serve as your registered agent as well.
How to file and structure your LLC's articles of organization
When you’re ready to get your LLC going, follow these four steps to properly file and structure your articles of organization. As the guide goes into, the details required can be vastly different state by state.
1. Go to your state’s filing website
Start by going to your state’s filing website—typically the secretary of state website. Learn more about where to find and file your state’s articles of organization forms below:
Pay attention to whether your state calls them articles of organization, certificate of formation, or certificate of organization so you know how to find your document.
Each article above tells you where to find your articles of organization document, how to file it (i.e., by mail, or if you can submit it online), what the filing fee is (anywhere from $50 to $200), and any additional information you need.
2. Gather the information needed by your state
Next, gather the information you’re going to need to file your articles of organization and fully form your LLC. Again, pay attention to the specific requirements of your state. The form will be reviewed by the filing state’s secretary of state or corporate registrar, so it’s important to stick to your state’s guidelines.
Here are a few examples of just how particular state authorities can get, highlighting why it’s important you carefully review your local rules before filing:
- Naming.In most states, the company name must indicate that it is an LLC—but there are state-by-state distinctions. In Oklahoma, for example, the LLC identifier can be abbreviated (“LLC” at the end of the name); in Kentucky, it must be fully spelled out (“Limited Liability Company”).
- Periodic reports.Most states require LLCs to file periodic reports with the appropriate regulatory agency. But requirements vary by location. California, Iowa, and Indiana require biennial reporting, for example; Pennsylvania requires a report only once per decade.
- Filing fee.Some states require special fees, in addition to overall filing fees, paid to certain agencies when filing articles of organization. For example, in California, you must pay the franchise tax fee; in West Virginia, you must pay the state tax department; Connecticut LLCs must pay a biennial business entity tax in years ending with an odd number.
- Management.Who will manage your LLC? Some states require you to clarify in your filing whether your LLC is “member managed” (managed by all or some of the LLC members) or “manager managed” (managed by a third party hired by the members). Rhode Island and New Mexico are two such states. In most states, LLCs are designated member-managed by default.
- Notice.A little pomp and circumstance is sometimes necessary. In Nebraska, filers of articles of organization must publish a “notice of formation” in one newspaper for three consecutive weeks.
- Certification.Some states—like Massachusetts, New Jersey, Iowa, and Mississippi—require that you file a “certificate of organization” prior to or in lieu of filing articles of organization.
- Operating agreements.New Hampshire, North Carolina, Idaho, and South Dakota do not require you to create an operating agreement—a document reflecting the functional and financial operations of the company—with your articles. States that require filing an operating agreement include New York, California, and Missouri.
3. Fill out the form with the proper structure
Once you have the information you need in order to fill out your form, it’s time to input the proper information. Here’s a sample form from South Carolina:
The information you need to fill out on your form will vary from state to state. Some of the fields you could expect to see on your own articles of organization form include:
- Business/LLC name.输入您的业务的名字,连同之一the “LLC” notations behind it. This is also the point where you decide whether you want to have a comma between your business name and LLC or not. Make sure your business name is available and not in use by another company or your form may be rejected.
- LLC address.这将需要的街道地址your home office or place of business. A P.O. box is typically not accepted for this particular need.
- Mailing address.If this is different from the street address (i.e., a P.O. box), you can fill this field out.
- State date.The date you’re starting your business. This is often the date that you file your articles of organization. However, you can choose a date in the future if you don’t plan to start business operations yet.
- Business/LLC purpose.You can list anything from “business services” to a more specific “ecommerce craft store” for your business’s purpose.
- LLC members/managers.This relates back to who is managing the LLC—members or managers. You’ll need to list all of the members if member-managed or the management company/manager if manager-managed.
- Registered agent.The registered agent (also called resident agent or statutory agent in some states) is in charge of receiving legal paperwork for your business. You can act as your own registered agent in some states, or you can hire an entity to act as your registered agent for you. You’ll input their information here.
- Period of duration.You can choose to have a perpetual LLC, which means it will continue to exist until manually dissolved. Or you can choose a time period for your LLC to be active.
4. File your articles of organization
Once you’ve filled out the fields in your articles of organization form, it’s time to file them. These requirements will also vary state by state.
In some states, you can simply submit your form and filing fee online. Others require you to mail it in alongside a check. Look into your state’s requirements so you can get your form submitted and be on your way to forming your LLC.
LLC articles of organization templates and examples
To make the process easier on you, here are some articles of organization templates and examples.
Free articles of organization template
The above template is available as a free articles of organization template that includes most of the information your state will need. You can fill this out and file it if your state allows. However, you may need to download your state’s specific form.
California articles of organization example
这是加州的文章的组织的一个例子nization form. This state allows online filing, making it easy to fill out and submit within minutes. It’s a simple one-page form that requires information like your business name, designated office address, mailing address (if different), purpose statement, and more.
New York articles of organization example
New York state also allows articles of organization to befiled completely online, but you can still download the form above to fill out and mail if you choose. Input your LLC’s name, county, and more to fulfill the requirements and get your New York business up and running.
File your articles of organization based on your state requirements
If you’re ready to file your articles of organization, there are a few final details to note. First, while it’s not required to retain an attorney to file your articles, an attorney licensed in your place of business will have a good understanding of any unique requirements.
Keep in mind that articles of organization do not suffice as a business license, and you will need to apply for this separately. Finally, articles of organization are public record in all states. Be aware of this, and don’t include anything in your filing that you don’t wish to be public knowledge.
Articles of organization FAQ
What do articles of organization do?
Articles of organization create a public record of your business information with your state’s officials.
How do you write articles of organization?
Articles of organization are a document that is used to form a limited liability company (LLC) in the United States. It must be filed with the state government in order to legally form the LLC. The document includes information about the LLC, such as its name, purpose, and members. The article of organization also includes the name and address of the LLC’s registered agent and must be written in accordance with the laws of the state in which the LLC is being formed.
Do I need articles of organization?
If you plan to form an LLC within your state, yes, you need articles of organization, or your state’s equivalent, on file.
Can my articles of organization be rejected?
Yes, your articles of organization can be rejected. This can be due to not following the proper filing process, information being filled out incorrectly, or your business name already being taken.
What happens after I file my articles of organization?
If approved, your business will be established as a separate legal entity. This is a key part in legally forming your LLC. Make sure to complete the other forms and requirements to finalize your LLC before you can begin business operations. These other tasks include:
- Creating your operating agreement
- Getting an EIN (employer identification number)
- Opening a business bank account
- Getting a business license
Where do you file articles of organization?
Most states require you to file articles of organization with your secretary of state. You can do this either online or by mail, depending on your state’s requirements.