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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 LLC into existence.
In some states, the Articles of Organization may be referred to as the “Certificate of Formation” or “Certificate of Organization.”
What is the Process for Filing the Articles 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 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 be sure the LLC name is available.
- Your company’s principal place of business. This refers to the physical, main location of your business or street address where the business records are kept. P.O. Boxes are not acceptable.
- The purpose or description of your company’s primary business activity. Most states only 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 legal 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 authorized by your state to act as a registered agent.
- Information about the LLC members and managers. On the articles of organization, you will be required to decide whether the management structure is either member-managed or manager-managed. 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 at a time in the future.
- The duration of your LLC. Most states have a default rule 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
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 business with the state and is known as the “LLC Organizer”.
Next, you will need to submit the Articles of Organization to 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 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 as well as 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 do require LLCs to submit a copy of the Operating Agreement to the state.
Learn more about the Articles of Organization and forming an LLC in each state below.