For an LLC to be legally formed, Articles of Organization must be filed with the Secretary of State or other business filings entity.
Articles of Organization are also known as Certificate of Organization or Certificate of Formation.
Once filed and approved, Articles of Organization are the legal basis for forming an LLC as a registered business entity. An LLC must then abide by the laws of the state in which it was created.
What information is required?
The contents of the Articles of Organization vary by state. Typically, you must provide the following:
- Company name: This is the legal name of your LLC. Note: States have very specific requirements about LLC names which you must comply with. Noncompliant names could result in a state rejecting your Articles of Organization.
- Principal address: This is the address of the principal place of your LLC’s business operations and management.
- Registered agent: A registered agent is a designated individual who receives important legal and tax documents (usually mail sent from the state and Service of Process) on behalf of your business.
- Purpose: Include an overview of your LLC’s business activities. Some states may also require you to provide your LLC’s North American Industry Classification System (NAICS) code. You can find your code on the U.S. Census Bureau’s website.
- Management: An LLC can be managed by members/owners or by separate managers.
- Tax treatment: If you are forming a single-member LLC, the state may ask if you intend to treat your LLC as a disregarded entity (separate from its owners) for federal tax purposes.
- Duration: This may come up, but it’s unlikely that you will need to be specific. You may be able to state that the duration of the LLC is “perpetual.”
- Authorized signature: At least one owner of the LLC will need to sign and date the Articles of Organization.
How to file the Articles of Organization
In most states, you file the Articles of Organization with the Secretary of State’s office. The steps for filing vary by state but typically involve the following:
- Obtain filing instructions: These can be found on the Secretary of State’s website (or the agency in charge of entity filings).
- Complete the Articles of Organization: Complete the articles and have them executed by the authorized parties. If you plan to file online, be sure to have all your information on hand before starting the filing process.
- Submit the form: You must also pay a filing fee.
In addition to filing with the state filing office, some states require that you also file at the county level. You may also be required to publish the formation of the LLC in a local newspaper.
Steps to take after filing Articles of Organization
Once the Articles of Organization are filed and approved, the state will issue a formation certificate or other confirmation. The certificate is proof of your LLC’s status. Review it closely to ensure the information is accurate and keep it safe – you will need it to open a business bank account, obtain an EIN, and more.
In addition, there are several steps you will need to complete after your LLC’s approval by the state, including:
- Obtain an EIN
- Create an LLC operating agreement
- Register with the state’s Department of Revenue
- Open a business bank account
- Obtain business licenses and permits
- Obtain any legally required insurance
- Register your DBA
- If necessary, register to do business in other states
For more information, read 7 things you should do after you form an LLC.
Frequently asked questions for Articles of Organization
What are Articles of Organization vs. Articles of Incorporation?
Articles of Organization are documents that are used to form an LLC, whereas Articles of Incorporation are used to form a corporation.
Although LLCs are often referred to as “incorporated” businesses, that is incorrect. An LLC is a “formed” or “organized” business entity. The terms “incorporation” and “Articles of Incorporation” apply only to a corporation.
What are Articles of Organization vs. an Operating Agreement?
As mentioned above, Articles of Organization are the filing documents used to form an LLC with the state. However, an LLC operating agreement establishes the rules and structure for the LLC. It’s an important document that guides business decisions and helps address issues that arise while conducting business.
Once signed, the operating agreement is a binding contract between the members of the LLC and between the members and the LLC entity itself.
Unlike Articles of Organization which are public documents filed with the state, the operating agreement is not public or filed with the state.
What are some reasons my Articles of Organization may be rejected?
An LLC’s Articles of Organization may be rejected for the following reasons:
- Incomplete forms: A failure to include all the required information can lead to a rejection of your filing.
- Name is not available: The name of your LLC must not be “deceptively similar” to other existing LLCs in the state where you file. It must also be “distinguishable on the record” of your state. Your filing may be rejected if your chosen name has already been reserved or is too similar to the name of another LLC registered in the state. For more information, see How to register a business name for your LLC.
- Name is noncompliant: In some states, your company name must contain words, phrases, or abbreviations such as "limited liability company" or "LLC". Furthermore, states may prohibit the use of specific words or phrases or you may require approval from other state agencies before filing Articles of Organization.
- Name is not inconsistent: You may be required to enter the name of your LLC several times on the form. You must be sure to use the same name everywhere.
- Documents are illegible: All filings and signatures should be typewritten or written in black ink on white paper. If possible, better not to use dark paper, small or light type, or condensed fonts, for example.
- Failure to include the filing fee: Be sure to include the correct payment or payment information.
Where can I get an Articles of Organization sample?
Most states provide forms for filing, however, you can also view sample Articles of Organization here.
How can I obtain a certified copy of the Articles of Organization for my LLC?
Obtaining an official copy of any state-filed document, such as Articles of Organization, Certificates of Amendment, etc., requires a written request, usually by mail or fax.
You can also use a compliance specialist to help you obtain official copies of state-filed documents.
