Last Updated April 25, 2023
What are LLC Articles of Organization?
LLC Articles of Organization are the legal paperwork that members (i.e., company owners) use to form a limited liability company (LLC). The Articles provide your state government with the information it requires so you can register your business as an LLC.
The components of LLC Articles of Organization vary depending on each state’s jurisdiction. However, Articles usually include the following:
- The company’s name and address
- The company’s purpose
- Expected duration of the LLC (perpetual or limited)
- Registered agent’s name
- Address of the registered office
- Management structure
To register your business as an LLC, you must file your Articles of Organization with the appropriate government office in your state.
LawDepot currently offers LLC Articles of Organization templates for the following states:
LLC Articles of Organization are also known as certificates of organization or certificates of formation.
Do I need LLC Articles of Organization?
Yes, you must submit LLC Articles of Organization to your Secretary of State's office to legally form a limited liability company. Your organizer (i.e., whoever signs the Articles) should submit the Articles before operating your business.
There are many advantages to forming an LLC for business owners. By registering your business as an LLC, you turn it into its own entity. This means the company has its own rights, responsibilities, and liabilities. It can own assets and accumulate debt. The LLC’s members have reduced liability in this structure because they aren’t forced to use their individual assets to satisfy the company’s debts.
An LLC also comes with flexible management structures and pass-through taxation.
Are LLC Articles of Organization the same as a Certificate of Formation?
Yes, Certificate of Formation is an alternative name for LLC Articles of Organization commonly used in:
Articles of Organization are also called a Certificate of Organization in:
What's the difference between LLC Articles of Organization and an LLC Operating Agreement?
The main difference between LLC Articles of Organization and an LLC Operating Agreement is that Articles of Organization are an external document and an Operating Agreement is an internal document.
LLC Articles of Organization are filed with your Secretary of State to register a business as an LLC.
An LLC Operating Agreement is an internal document for LLC members that outlines the following:
- Capital contributions and distributions
- Management and voting rules
- Membership and dissolution practices
- The LLC’s operations
What's the difference between Articles of Organization and Articles of Incorporation?
Articles of Incorporation are similar to LLC Articles of Organization. However, you use Articles of Incorporation to form a corporation instead of an LLC.
A company's incorporator files Articles of Incorporation with their jurisdiction's Secretary of State. The articles outline essential details about the corporation, such as:
- Name and address
- Members
- Number of authorized shares
- Type (e.g., profit, non-profit, or professional)
- registered agent
- Duration
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. 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 formation in a local newspaper after receiving approval from the state government.
How do I change my LLC Articles of Organization?
To make changes to your LLC Articles of Organization, your state government will typically require you to file Articles of Amendment.
However, review your LLC's Operating Agreement before making any changes to your Articles of Organization. The Operating Agreement should have bylaws regarding how to make amendments.
Your state will also have specific rules regarding amendments to the Articles of Organization. Reviewing them will help ensure you follow the proper procedures.
How do I create LLC Articles of Organization?
You can easily create LLC Articles of Organization by completing LawDepot’s questionnaire. Using our template ensures you complete the following necessary steps.
Step 1: State your company’s location
Start your LLC Articles of Organization by providing your company's location. Each state in the United States has its own rules for forming an LLC. LawDepot will tailor your document to your state's laws.
Step 2: State if your company is a standard or series LLC (applicable for Illinois)
If your company is in Illinois, you must specify whether you're forming a standard or series LLC.
A series LLC is an alternative for businesses to create multiple LLCs under one registered LLC rather than establish separate LLCs for each enterprise.
Step 3: Indicate if your company provides professional services
You need to state whether your company provides a professional service. 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 physician.
LLCs are usually limited to performing one type of professional service and services related to that service. However, it may perform more than one professional service if the appropriate licensing authorities authorize the combination of services offered.
You may be required to have your Articles of Organization approved by the relevant licensing body before filing, or you may need to get a certificate of registration to be submitted along with the Articles. It's a good idea to contact your jurisdiction's licensing body for information on any requirements.
Your state may require that all members and managers be licensed if the LLC provides certain professional services, which may include:
- 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 important to note that California does not allow LLCs to provide professional services.
Step 4: Provide company details
Provide details about your company, such as:
- Company name
- Street address
- City and state
- Zip code
- Company email address
If you reserved your company’s name, also provide the name reservation number.
Naming your company
The rules for naming an LLC vary from state to state.
One common rule among most states is that your 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.
The name of a company in Georgia can't be longer than 80 characters, including spaces and punctuation.
A Texas LLC's name can't contain any language implying it benefits war veterans or their families unless a congressionally recognized veteran's association provides permission.
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.
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.
Step 5: Include your registered agent’s name and office address
The Articles of Organization need to include your registered agent’s name and address.
Your registered agent acts as a representative for your LLC. They're designated to receive service of process on behalf of the company and other tax and legal documents. You must always have a valid registered agent to remain a company in good standing.
The registered agent can be:
- A company registered to do business in the state
- A natural person resident in the state
The registered address must be a valid street address where the service of process can be personally served to the registered agent during regular business hours. It can't be a P.O. Box.
Step 6: State who has governing authority
Some states require that you state who in the LLC is managing the company on a daily basis. It's typically one or more managers or all the LLC members. When you're asked to supply this information, usually you will need to state the manager or member's name and address.
You don’t need to specify who has governing authority if your LLC is in any of the following states:
- Georgia
- Maryland
- New Jersey
- New York
- North Carolina
- Virginia
Step 7: Describe the company’s purpose
State the company's purpose and what services it will provide. You can either describe the services or state that the purpose is for lawful activity.
Step 8: State how long the company is expected to exist
You need to specify if your LLC is existing for a perpetual or limited duration if your company is registering in Illinois, Michigan, New Jersey, or Texas. By default, most LLCs are assumed to exist perpetually.
Most companies choose a perpetual duration because the members intend to run the company indefinitely. However, decide on a limited duration if there is a specific date on which the company will no longer exist.
Step 9: Include any supplemental provisions
If any terms or unique issues still need to be addressed, you can include a supplemental provision.
To reduce confusion, write your supplemental provisions in plain language and limit them to one paragraph.
Step 10: Name the organizer
An LLC’s organizer is the person who signs and files the Articles of Organization with the government. Provide your organizer’s name and address in your document.
An organizer or attorney-in-fact can sign your articles. Often you can have more than one person act as an organizer, and they can be someone other than a member of the LLC.
Step 11: State when you want your filing to become effective
State when the Articles of Organization will be filed with the Secretary of State and come into effect if you know the date.
