What are LLC Articles of Organization?
LLC Articles of Organization are the legal paperwork required to form a limited liability company (LLC). This document outlines the basic information that your state needs in order to register a business as an LLC. To register your company, you must file your Articles of Organization with the appropriate government office in your state.
LLC Articles of Organization can include:
- The company’s name and address
- The company’s legal structure
- The company’s purpose
- Expected duration of the LLC (perpetual or limited)
- Registered agent’s name
- Management structure
Currently, we offer LLC Articles of Organization in California, Florida, Georgia, Illinois, Maryland, Michigan, New Jersey, New York, North Carolina, Texas, and Virginia.
LLC Articles of Organization are also known as:
- Certificates of organization
- Certificates of formation
Do I need LLC Articles of Organization?
Yes. To legally form a limited liability company, you must submit LLC Articles of Organization to your secretary of state’s office before operating your business.
Are LLC Articles of Organization the same as a Certificate of Formation?
Certificate of Formation is an alternative name for LLC Articles of Organization in Alabama, Delaware, Maine, Mississippi, New Hampshire, New Jersey, Texas, and Washington.
Articles of Organization vs Operating Agreement
LLC Articles of Organization are legal documents that need to be filed with your secretary of state to form an LLC. They contain fundamental information regarding the company’s name and address, members, and liabilities.
An LLC Operating Agreement is an internal document for LLC members that outlines:
- The LLC’s operations
- Management and voting rules
- Capital contributions and distributions
- Membership and dissolution practices
Articles of Organization vs Articles of Incorporation
Articles of Incorporation are similar to Articles of Organization, but they establish the creation of a corporation rather than a limited liability company.
Articles of Incorporation are filed with the jurisdiction’s secretary of state and typically include information regarding a corporation’s:
- Name and address
- Members
- Number of authorized shares
- Type (e.g., profit, non-profit, or professional)
- Registered agent
- Duration
How to get Articles of Organization?
To create LLC Articles of Organization with LawDepot, follow these steps:
1. Select your industry
Start your Articles of Organization by selecting the industry in which your LLC operates. Our template gives you the option of choosing between the following industries:
- Retail
- Food and accommodation
- Art, entertainment, and recreation
- Construction
- Other (e.g. manufacturing, wholesale trade)
2. State the professional service you provide (if applicable)
Professional service refers to any service that requires a license or other legal authorization to practice, such as services offered by a dentist, engineer, psychologist, or medical doctor.
For some professions, at least one member of the LLC must have authorization by law to perform a professional service within the state.
Generally, all members must be licensed if the LLC provides:
- Medical services
- Dental services
- Veterinary services
- Architectural services
- Professional engineering
- Land surveying
- Geological services
- Clinical social work services
- Creative arts therapy
- Marriage and family therapy
- Mental health counseling
It's necessary to get a certificate of registration from the appropriate licensing body before a business begins, and it needs to be submitted along with the LLC Articles of Organization.
You may also be required to have your Articles of Organization approved by the relevant licensing body before filing. It’s a good idea to contact your jurisdiction’s licensing body for information on any requirements.
California doesn’t allow LLCs to provide professional services.
3. Provide your company’s name
The rules for naming an LLC vary from state to state.
A common rule throughout most of the United States is that an LLC's name needs to be distinguishable from other company names on record with the state department.
California, Illinois, and New York have varying rules prohibiting company names that imply the LLC is a bank, insurance company, or another financial institute.
Florida prohibits an LLC's name from containing any language stating or implying that the company has a connection with a state, governmental agency, corporation, or other entity chartered under the laws of the United States.
The name of a company in Georgia can’t be longer than 80 characters, including spaces and punctuation.
The name of a Texas LLC cannot contain any language to imply or state that the company benefits war veterans or war veterans' families unless there is written authorization from a congressionally recognized veteran's association.
An LLC's name in Michigan, New York, North Carolina, Texas, and Virginia needs to indicate that it provides a professional service. Professional services usually contain the words "Professional Limited Liability Company" or the abbreviation "P.L.L.C.," "P.L.C.," "PLLC," or "PLC" in the company name. When naming a PLLC, check your state legislation for specific rules.
4. Hire a registered agent
Articles of Organization need to include your registered agent’s information.
A registered agent is a representative who accepts legal notifications such as tax and legal documents on behalf of the LLC. You must always have a valid registered agent.
Having a registered agent also provides LLC members with additional privacy because they can act as a buffer and withhold the members' names and addresses from the LLC contact information.
The registered agent can be a:
- Company registered to do business in the state
- Natural person in the state
A registered agent also receives service of process on behalf of the company. Service of process refers to the official delivery of any court pleadings or claims.
5. Provide the registered office address
The registered office is the business street address for the registered agent. The registered office's location must be in the state where you’re forming your LLC.
The registered street address must be a valid street address where service of process can be personally served to the registered agent during regular business hours. It cannot be a P.O. Box.
However, the registered mailing address can be a P.O. Box. Both the street and mailing addresses must be located in the state.
6. Decide who will have governing authority (if applicable)
Some states require the Articles of Organization to include who will have governing authority in an LLC.
The governing authority is the person(s) or organization(s) that will manage the LLC’s day-to-day operations. The governing authority could be the members (the LLC owners) or a hired manager. If no manager is appointed or elected, all members are managers.
7. State the services you will provide
A professional LLC is limited to performing one type of professional service and services related to that service. The company may provide more than one professional service if the appropriate licensing authorities authorize the combination of services offered.
Generally, one or more managers or members of the company will require a license to perform the professional service in the state.
8. State the duration of the LLC
State how long the LLC will be operating.
Most companies expect a perpetual duration because the members intend to run the company indefinitely. However, select a limited duration if there is a specific date on which the company will no longer exist.
A professional limited liability company (PLLC) exists perpetually unless otherwise stated in the LLC Articles of Organization.
9. Describe any supplemental provisions
Supplemental provisions address any terms or issues unique to your situation not included in our Articles of Organization questionnaire.
Write your supplemental provisions with plain language and limit them to one paragraph in length to reduce the risk of confusion.
10. Choose an organizer
The organizer is the person or authorized representative who signs (executes) the LLC Articles of Organization.
At least one person authorized to act as an organizer for the company must sign the LLC's initial Articles of Organization.
An organizer can be an:
- Individual
- Business entity
- Business trust
- Estate
- Trust
- Association
- Joint venture
- Government
- Governmental subdivision or agency
- Any other legal or commercial entity
11. State when the LLC will come into effect
In states like New Jersey, the Articles of Organization go into effect once the secretary of state office files them. However, most states generally allow the LLC’s members to choose when the documents become effective if that’s more applicable to their circumstances.
How do I file Articles of Organization?
You can file your Articles of Organization online or by mailing the documents to the secretary of state's office. It may be a good idea to contact your state government before doing so because each state has specific requirements for filing the documents.
The price of filing LLC Articles of Organization varies from state to state, but it will generally be between $50 to $200.
Arizona and New York require that an LLC publish a notice of its formation in a local newspaper after receiving approval from the state government.
How do I change my articles of organization?
Review your LLC’s Operating Agreement before attempting to make any changes to your Articles of Organization. The Operating Agreement should have bylaws on how to make changes.
Your state will also have specific rules regarding amendments to the Articles of Organization. Reviewing them will help ensure you follow the proper procedures.
State governments will typically require an LLC to file Articles of Amendment to make changes to your Articles of Organization.
What is my state’s LLC legislation?
Each state in the United States has its own laws for governing limited liability companies:
Related Documents:
