LLC Articles of Organization

If you want to create your own limited liability company (LLC), one of the first formal steps you'll need to take is to file a formation document with your state. In most states, the document is known as the "articles of organization" or a "certificate of organization." Typically, you'll need to file this document with your secretary of state office or a similar office that oversees business formation.

Let's take a quick look at the details of this relatively simple form.

What Are LLC Articles of Organization?

As mentioned earlier, "articles of organization" is an LLC's organizing document. You must submit this document to your state to legally form your LLC. Within the articles, you'll set out the basic information for your LLC, including its name, purpose, and management. The articles along with the LLC's operating agreement will provide the framework for how your company is run.

In general, states will require you to submit your articles along with a fee to establish your LLC. You don't need to create your LLC in the same state where you do business. You can choose any state to form your LLC. Sometimes, businesses will choose to start their LLCs in one state over another because the state has friendlier LLC laws or offers more privacy to the LLC's owners (called "members"). If you do form your LLC in one state but do business in another state, you'll need to qualify to do business outside your formation state.

Once you decide where to file your paperwork, it's time to complete your articles of organization.

What Information to Include in LLC Your Articles of Organization

Every state has its own requirements for what information must be included in your articles of organization. Oftentimes, states will provide a form for you to fill out that includes the required information. Most states have optional information that you can add to your articles but you're not required to do so.

However, some states don't provide a form and you must create your own articles. Your state might have samples of articles of organization.

While states differ some in their requirements, you'll typically need to include the following pieces of information in your articles of organization.

Name of Your LLC

Providing the name of the LLC might seem simple. However, you must follow your state's naming laws when picking out a name for your LLC.

Your LLC name can't conflict with other business names. Most states require you to choose a name that's different from the names of businesses that are already registered in your state. For example, if you submit articles of organization for an LLC named Houdini Linguini, LLC, and there's already a Houdini Linguini Corporation in your state, your filing will probably be rejected. To avoid rejection, you should conduct a search of business names already registered in your state.

States usually have an online database of business names and trademarks for you to look through. You might also consider doing a trademark search to make sure your proposed name hasn't been registered as a trademark elsewhere.

Your LLC name must include an entity designator. In addition to choosing a unique name, you'll need to pick a name for your company that includes an entity designator. For example, your business's name will need to either end in or include "LLC," "limited liability company," or some deviation or abbreviation.

Avoid forbidden words and phrases. When looking at your state's LLC name laws, you'll likely come across a list of words and phrases you're not allowed to use in your business name unless you meet certain qualifications. For instance, if you're not a bank, you usually can't imply or say that you're a bank in your LLC's name.

LLC Principal Office Address

You'll probably need to provide an address for your LLC's principal office. Your company's "principal office" is where you conduct most of your business and where you'll likely house your important LLC documents, like your articles of organization.

Usually, states require you to provide a mailing address for your LLC if it's different from your principal office address. For example, you might provide a P.O. box as your mailing address and your store address as your principal office address.

Name and Address of Your LLC's Registered Agent

Your LLC needs a registered agent. A "registered agent" is someone who you designate to receive official papers for the LLC. These papers can include:

• renewal notices for your LLC's registration
• other communications from the state
• documents (such as complaints or subpoenas) related to lawsuits, and
• other important legal paperwork.

The registered agent must be located in the state where your LLC is organized and you must provide a physical—street—address for the agent. A registered agent can be a person or a business.

In many cases, a member (owner) of your LLC will serve as the registered agent, and the address will be the LLC's business location. In other cases, you might choose to appoint a separate individual, such as a lawyer, or a company to act as your registered agent. Many states don't allow you to appoint your LLC as its own registered agent.

Some states require you to appoint the secretary of state as your registered agent. In that case, you'll need to indicate that you agree to appoint the secretary of state as your registered agent.

In addition to providing the registered agent's name and address, some states require you to include the signature of your LLC's registered agent. The signature is meant to signify the agent's consent to the appointment. If you're acting as your LLC's registered agent and filing the paperwork, this additional requirement is easy to complete. But if you're registered agent is someone else or another business, then you'll need to ask for their signature on the articles of organization.

Statement of Business Purpose

Most states don't require you to be specific about the purpose of your LLC. Instead, a statement such as "The purpose of the Limited Liability Company is to engage in any lawful activity for which a Limited Liability Company may be organized in this state" is usually sufficient. In general, it's best to be vague about your LLC's purpose if possible. If you say that your LLC is organized for any lawful purpose, you're free to change or expand your business activities as your LLC grows.

However, you'll need to be more specific about your LLC's purpose if you're forming a professional LLC (PLLC). In that case, you'll need to be more specific about the type of professional services the PLLC will provide. You should check the PLLC laws in your state along with the professional rules for your regulating authority for more direction.

Names and Addresses of LLC Members

Some states require you to provide the names and mailing addresses of all LLC members. In general, LLC members can be individuals or businesses. If required by your state, you'll simply need to fill in this basic information for each member of your LLC.

LLC Management Structure: Member-Managed vs. Manager-Managed LLC

LLCs can be managed either by:

• their members (a "member-managed LLC"), or
• managers (a "manager-managed LLC").

Many states require you to indicate which type of management will apply to your LLC. Other states simply give you the option to provide this information. If you don't provide this information in your articles, you should specify your LLC's management structure in your operating agreement.

You can learn more about these management structures, their advantages and disadvantages, and which type is the best fit for your business by reading our article on member-managed vs. manager-managed LLCs.

LLC's Duration

Most LLCs are perpetual in duration—that is, they last until you legally dissolve your LLC. In other words, the LLC isn't meant to end on a specific date. However, some people or businesses create LLCs for a specific purpose to last until a specific date.

If your LLC is meant to end on a specific date, you should note that date. Otherwise, you'll indicate that your LLC's duration is meant to be perpetual. Oftentimes, states will ask you for a specific date. If you don't provide one then the state will assume your LLC's duration is perpetual and you don't need to provide any further information.

Name, Address, and Signature of LLC Organizer

States routinely require at least one organizer of the LLC to sign and date the articles of organization. The LLC's "organizer" is simply the person preparing and filing the paperwork to create the LLC. So you'll just provide your information and sign the articles.

If your LLC is member-managed, you might want to have all the initial members of the LLC sign the articles as an indication of participation in the business.

How to File Your Articles of Organization

You'll need to submit your completed articles to your secretary of state's office or the other department or agency in charge of business formation. Most states allow you to file your articles either:

• online
• by mail, or
• in person.

Filing online is usually the easiest option. Most often, states will list pdfs of their formation documents for different kinds of businesses. Alongside, these pdfs, you'll usually find a link to file your articles online. You might need to create an account to file your articles.

When you file your articles, you'll need to include the required filing fee. States charge anywhere from $40 to $500 to file your articles of organization. The fee might be different depending on whether you file online or by paper.

Steps to Take After Filing Your Articles of Organization

After you file your articles, your work isn't done. Preparing and filing articles of organization is only one of several steps necessary to form an LLC. You'll need to complete some more tasks to properly set up your LLC and maintain your business registration.

Publishing Notice of Your LLC Articles of Organization

Some states require you to publish notice of your articles of organization in a local newspaper. If your state requires this step, you must publish notice of your filing for a set period of time with usually one or two newspapers of general circulation. Typically, the notice must include either an exact copy of your articles or just list the information set out in your articles.

Check your state's LLC laws for specific requirements, including when you must publish the notice, what to include in the notice, how long to run the notice, and what newspapers to use. You'll also probably need to pay a publication fee to the newspaper and provide evidence of the publication to your state.

Additional Steps to Forming and Maintaining Your LLC

In addition to filing your articles of organization, you must complete additional tasks to start your LLC. These tasks include:

• drafting an operating agreement
• registering for business taxes
• applying for an employer identification number (EIN)
• obtaining any required business licenses and permits
• filing your annual or biennial reports for your LLC, and
• submitting a beneficial ownership information report.

See our article on how to start an LLC for more in-depth guidance on creating your LLC. If you'd like information specific to our state, take a look at our state guide to forming an LLC.

Additional Help Forming Your LLC

Most businesses can prepare and file their articles of organization themselves. As outlined above, the information is fairly basic and the submission process is generally straightforward. However, you might prefer to have a business attorney prepare and file the paperwork on your behalf to make sure everything runs smoothly.

Check out our section on forming an LLC for more guidance on information about starting your company. In this section, you can find articles about LLC names, registered agents, costs, and where to form your LLC.

If you'd like to learn more about making company decisions and keeping minutes for your LLC, check out Your Limited Liability Company: An Operating Manual, by Anthony Mancuso (Nolo). For the practical stuff, like naming your business, getting licenses and permits, raising money, and hiring employees, see the Legal Guide for Starting & Running a Small Business, by Stephen Fishman (Nolo).