Last Updated on July 22, 2020
When forming an LLC, you first need to file the articles of organization with the Secretary of State or the governmental department in your state responsible for business filings. This document is what officially launches your new LLC into existence.
In some states, the Articles of Organization may be referred to as the “Certificate of Formation” or “Certificate of Organization.”
Most states have a form for the LLC articles of organization that you can complete on your own. This form is usually found on the Secretary of State’s website as a pdf and/or can be filled out electronically. Some states (Arizona, Florida, and Maryland, for example) do not accept business filings, so the form in those states will be accessible through a different government agency.
The required information needed to complete the Articles of Organization will vary from state to state, but generally, you can expect to provide the following basic information:
- Your new company’s name. When filling out this information, be sure to include the entity designator at the end of the business name. The allowed designator varies by state but is typically “LLC” or “Limited Liability Company.” If you haven’t verified already, be sure to do a name search with the Secretary of State to ensure the LLC name is available.
- Your company’s principal office. This refers to the physical street address or the main location where the business records are kept. A physical address must be used as P.O. Boxes are not acceptable.
- The business purpose or description of your company’s primary business activity. Many states require a general statement of purpose to be included in the articles of organization, while others will require more specific information or the company’s NAICS code.
- The name and address of your company’s registered agent. A registered agent is a party authorized to receive and accept service of process on behalf of your LLC. You may act as your registered agent, or you may authorize an individual outside of the LLC or another company approved by your state to act as a registered agent.
- Information about the LLC members and managers. In the articles of organization, you will often need to include contact information with the names and mailing addresses of the LLC members. Additional information such as whether the management structure is either member-managed or manager-managed will be asked. You can also add a new member later – How to Add a Member to an LLC.
- The effective start date for your LLC. While you cannot back-date the formation date of your LLC, you can specify when you want the business entity to become effective in the future.
- The duration of your LLC. Most states have specific requirements that if a termination date is not specified in the articles of organization, the LLC is
- assumed to have a perpetual duration. However, if you do not want to elect or assume a perpetual duration for your LLC, you can specify your desired duration.
Once you complete the articles of organization, you will need to sign them. The person who signs the formation documents should be the party who registers the small business with the state and is known as the “LLC Organizer”.
Next, you will need to file the Articles of Organization with the state either by mail or online with the required filing fee. Most states now offer the option to file online. LLC formation fees vary by state but range from $40-500 to file your articles of organization, depending on the state.
The state will review your filing and conduct a name search to ensure that your chosen business name does not already belong to an active LLC. Typically, processing of this filing takes about 1-3 weeks. Some states offer expedited handling for an additional fee, and this can significantly reduce processing time to about 24-48 hours. Once you receive your stamped and approved Articles of Organization, your LLC is officially active and recognized by the state.
After receiving your accepted business filing from the state, your next move should be to create an Operating Agreement for your LLC. This legal document will contain important rules and information regarding the management of company assets and the rights and responsibilities of the members. An Operating Agreement is different from the Articles of Organization in that it is an internal governance document for the LLC. While not a required document in most states, it is important more so for a multi-member LLC, though it can provide value to a single-member LLC. Most states don’t require this document to be filed; however, some states require LLCs to submit a copy of the Operating Agreement to the state.
Filing the Articles is the first step for starting your LLC. Additional steps will be necessary, such as registering for an Employer Identification Number (which is like a social security number but for a business), state tax ids, business licenses, filing annual reports, and more.
Learn more about the Articles of Organization and forming an LLC in each state below.
Are the Articles of Organization the same as the Articles of Incorporation?
The Articles of Organization are used for LLCs, while the Articles of Incorporation are used for corporations.
Is there a difference between the Articles of Organization and LLC Operating Agreement?
The articles are the formation document used to file the business entity with the Secretary of State (or similar unit of state government). At the same time, the Operating Agreement is the operational framework for how the LLC is managed.