What are LLC Articles of Organization? – Definition and Filing

If you’d like to make your new business a limited liability company (LLC), one of your first tasks is to file articles of organization with the state. 

The articles of organization, known as a certification or organization or certificate of formation in some states, is a legal document filed with the state to form an LLC. It includes details about your company and establishes your LLC as a registered business entity in that state. 

The articles of organization are akin to the articles of incorporation business files to form a corporation. An LLC is an entity type that provides business owners with liability protection and pass-through taxation, similar to a sole proprietorship. 

Where Can I Find the Articles of Organization form? 

A quick visit to your secretary of state’s website should direct you to your state’s articles of organization form. In most states, you can fill the form out online and submit it electronically. 

What Information Do I Need to File My Articles of Organization?

Articles of organization forms differ in every state, and the information you need to supply may vary. But they all generally require the following details. 

1. LLC Name.
   1. Before choosing a name, review your state’s business name regulations:

• Search your secretary of state’s website to ensure the name you want to use is not already used by a different business.
• Note that the name must include the acronym “LLC,” the term “limited liability company,” or the shortened “limited liability.” 
• Using terms like “bank” or “insurance” in your name is unacceptable if this is not what your business does. 
• Avoid using a name that might be confused with a government body. 
• Lastly, check the US Patent and Trademark Office to ensure the name hasn’t been trademarked. 

2. Business Address.
   1. You must provide a physical address; a P.O. box will not be accepted.
3. Company’s Purpose.
   1. Some states are satisfied with a simple statement like “to engage in lawful activity,” while others require you to specify your product or service and type of business.
4. Registered Agent Name.
   1. Most states require LLCs to identify a registered agent, the person or company authorized to receive and respond to legal documents on behalf of your LLC. 

• The registered agent can be a member of the LLC, or you can choose a third party, such as an attorney or a company that offers registered agent services.
• The agent must be a resident of the state where you do business or a corporation authorized to do business in your state.

5. Member Names.
   • LLC owners are known as members. The names of all LLC members must be stated. 
6. Manager Name or Names.
   1. There are two types of management structures:

• The LLC’s members manage a member-managed LLC. Smaller LLCs prefer this management structure with fewer members, who tend to be more involved in day-to-day operations. 
• Non-member employees manage a manager-managed LLC. This structure is typically chosen when an LLC is larger, with multiple members.

7. LLC Start Date.
   1. Your LLC’s start date is when your state approves its formation. 
   2. Most states allow you to choose a start date within 90 days of the formation date. 
8. Duration of the LLC.
   1. There are two LLC duration types:

• A perpetual LLC exists forever unless you choose to dissolve it. 
• An indefinite LLC specifies a trigger for dissolution, such as the end of a certain business-related event. 

Be sure to have all the above information on hand when filling out your articles of organization. Then, after you’ve submitted your LLC’s articles of organization and the state has approved your entity, you are officially a registered business in your state! 

It’s worth noting that occasionally a state will deny an LLC’s submitted articles of organization. This is not uncommon, and some reasons include the following:

• Your chosen LLC name is already taken
• Errors or gaps of information in the document
• The required filing fee has not been paid

Each state follows its own set of regulations and steps for submitting articles of organization. To learn about the specific guidelines and processes for creating and filing Articles of Organization (also known as a Certificate of Organization or a Certificate of Formation) in your state, please select your state from the list provided.

Filing Your LLC Articles of Organization

Visiting the Secretary of State Website

First, go to your state’s Secretary of State website. This is the central hub where you will find all the necessary forms and information for filing your LLC. Navigate to the business section, often labeled “Business,” “Business Services,” or “Form an LLC.” Here, you will find the Articles of Organization form needed to start the process.

File Your Articles of Organization

Next, complete the Articles of Organization form. This form requires essential details about your LLC, such as the name, address, registered agent, and management structure. Ensure all information is accurate and complete before submitting the form. You can typically submit the form online through the website, by mail, or in person, depending on your state’s procedures.

Pay the LLC Formation Filing Fee

After filing the form, you must pay the LLC formation filing fee. This fee varies by state, generally ranging from $50 to $500. Prepare your payment, which can usually be made via credit/debit card for online filings, or checks/money orders for mail-in filings. Submit the payment along with your Articles of Organization.

Receive Your Certificate

Once your filing is processed, you will receive a Certificate of Formation or Certificate of Organization. Processing times vary by state, but some states offer expedited services for an additional fee. Keep this certificate safe as it serves as proof of your LLC’s legal status.

Publish Notice of Formation, if Required

Some states require you to publish a notice of your LLC’s formation. Check your state’s specific requirements; for instance, New York mandates publication in local newspapers. Select approved newspapers, usually one daily and one weekly publication, and follow the state’s instructions regarding the content and duration of the notice, typically six weeks. After publishing, submit an affidavit of publication to the state if required.

What Do I Need to Do After Filing my Articles of Organization? 

Once your LLC is formed, you’re not finished with the paperwork. Subsequent steps you’ll want to complete before conducting business include: 

1. Draft an Operating Agreement.
   1. Most states don’t require an operating agreement, but it’s highly recommended. An attorney can help ensure that your operating agreement covers all the bases to protect all members and avoid potential issues arising in the future. 
   2. The operating agreement should identify and define the following:

• Rules for member meetings and how to conduct voting
• The voting rights of each member
• Each member’s percentage of interests in the LLC
• The allocation approach of profits and losses to each member
• The rights and responsibilities of each member
• The business’s management structure 
• The management roles of members
• What happens should a member sell their interest, become disabled, or die

2. Apply for Business Licenses.
   1. Depending on your location and type of business, you’ll likely need business licenses and permits to ensure compliance with local, state, and federal laws. 
   2. Carefully research which licenses your business needs. If nothing else, you’ll likely need a sales tax permit to sell products and collect sales tax. 
3. Obtain an Employer Identification Number or EIN.
   1. An EIN, also known as a Federal Tax Identification Number (TFIN) or Tax Identification Number (TIN), is like a Social Security number for your LLC, enabling the IRS to identify your business quickly. 
   2. LLCs that plan to hire employees, have more than one member, or opt to be taxed as a corporation are required to have an EIN. 
   3. The application for an EIN is SS-4 and can be found on the IRS website. Filing is free, and you can submit the form electronically online or mail a completed paper copy to the IRS. Once your information has been validated, the EIN is assigned immediately.
4. File Annual Reports.
   1. Depending on the state your business is registered in, you may be required to file annual reports for your LLC, which will involve a fee. Again, check with your state for requirements.

What if I Plan To Conduct Business in My State, and In Additional States? 

If you plan to conduct business in states other than where you initially registered your LLC, you’ll need to register as a foreign LLC. For example, if your LLC is registered in Alabama but does business in Georgia, you’ll need to register a foreign LLC in Georgia.  

But generally, you are seen as doing business in a state if you:

• Have established any physical presence in that state 
• Have employees in that state
• Regularly meet with clients, managers, or investors in that state
• Hold any licenses to do business in that state

Remember that if you have an online business registered in one state but make a lot of sales in another state, you likely won’t be required to register as a foreign LLC.

How to Get a Copy of Your LLC Articles of Organization

In addition to replacing a lost or damaged copy, there are several reasons you might need a copy of your articles of organization. 

If you’re looking to obtain funding for your business, lenders may request a certified copy of your articles of organization as part of the loan application process. Banks may also require a copy before you open a business bank account.

If you need to register as a foreign LLC to do business in other states, those state governments may need a copy of your articles of organization. In addition, if you have plans to expand your business through partnerships and outside investors, those parties may also request a copy.

Requesting a Copy of Your LLC Articles of Organization

The business filing agency in your state typically handles issuing copies of the articles of the organization. In many states, the agency is either the Secretary of State or the Department of Revenue, though it may be something else, so refer to your state business guidelines.

Most states allow you to request a copy of your articles of organization online, although some require a written request form. In addition, you can request a copy in person or over the phone. 

Some states have fees associated with obtaining a certified copy, and some business owners hire a legal service company to receive it. Turnaround times for acquiring a copy of your LLC articles of organization vary greatly, so refer to your state for details.