Articles of Organization

Articles of organization guide

Articles of organization are formal documents used to establish an LLC and define the fundamental aspects of a company's structure. Sometimes also referred to as a certificate of formation or certificate of organization, articles of organization must be filed with a state in order to create and register an LLC as a valid business organization within that state.

Articles of organization include the essential details of an LLC, including the following:

• The LLC's Name: Each state requires that companies have a distinct name, often including the entity designator "LLC" or "Limited Liability Company."
• Business Purpose: Some states require that a business purpose be outlined in its articles of organization. This is commonly a general statement, such as "accounting services" or "any lawful act or activity."
• Business Address: The physical address of the business is often required to be reported in lieu of a P.O. Box.
• Registered Agent: This is the person or entity designated to receive legal paperwork, such as service of process or other government correspondence, on behalf of the LLC. The agent's name and physical street address are required to be reported. 
• Members or Managers: The initial members, or owners, of the LLC are often required to be listed in the articles of organization. Whether the business will be managed by its members or a designated manager are also included.
• The Effective Date of the LLC's Formation: The date that the LLC's formation takes effect defaults to the day that the articles of organization are submitted to the state; however, a specific date may be set forth as the owner wishes.

These requirements are general, common information, and the exact details required in articles of organization vary state by state.

State-by-State Requirements

Articles of Organization or Articles of Incorporation?

The terms "articles of organization" and "articles of incorporation" are often mistakenly used interchangeably. Both documents are used for the purpose of registering a business entity with a state, but articles of organization are used to create LLCs while articles of incorporation are used to form corporations. Both business entities provide similar liability protections to the business's owner, but are owned and operated through different structures.

Do I Need an Attorney to Create Articles of Organization?

Any business owner may file their own articles of organization and an attorney is not required for their creation. However, it is highly recommended to consult with an attorney or other legal service when creating this legal document since each state has its own specific requirements for filing that may be difficult or confusing to navigate. 

What if I Need to Make Changes to My Articles of Organization?

Articles of amendment should be filed when changes to a company's articles of organization need to be made. Articles of organization may require changing if they contain errors when they are first filed, or there are changes in the business over time. These changes, or amendments, may include reporting a new registered agent, updating the company's business address, or changing the company's owners, members, or managers. 

What Should I Do after Filing Articles of Organization?

After filing articles of organization and paying the filing fee, there is typically a short waiting period for the articles to be reviewed and approved by the state, though many states offer expedited processing for faster service. Once the articles are approved and the LLC is a registered business entity, there are several actions that should be taken in order to ensure that the newly formed company remains compliant with the Department of State:

1. Retrieve an EIN from the IRS: An employer identification number, or EIN, is an essential nine-digit number required for federal tax purposes. Having a valid EIN is often required to apply for other business necessities, such as a license or financial accounts.
2. Create an LLC operating agreement: While the articles of organization outline the general purpose of the LLC, an LLC's operating agreement describes the specific functions, regulations, responsibilities, and rules for the business, including protocols for dealing with personal or financial liabilities or internal conflicts of interest.
3. Open a business bank account: Establishing a separate business bank account for your business is crucial for maintaining and managing your business assets and business finances, while protecting yourself from personal liability.
4. Apply for any required business licenses: Some business types are monitored and regulated more heavily by the states and require certification and licensure to operate legally.
5. File annual reports: Most states require LLCs to file an annual report with the state's Division of Corporations to remain in good standing and preserve the liability protections offered by the LLC business structure