Articles of Organization

What are Articles of Organization for an LLC?

Articles of Organization is a mandatory legal document, which is used to launch and register an LLC. Articles of Organization define the primary structure of the future business. This document represents a first step in an LLC’s registration process.

Articles of Limited Liability Company is a principle document. It defines basic information:

• like official name;
• registered address;
• purpose of establishment;
• management structure (directors and officers);
• registered agent and many more.

What is the difference between LLC Articles of Organization and an LLC Operating Agreement?

At first sight, articles of organization and operating agreements may appear interchangeable. Indeed, both documents are aimed at setting up an operational framework for the LLC. At the same time, they significantly differ from each other as follows:

• Document’s Structure: Articles of Organization is a short and simple document that outlines main details. It includes full name, address, duration, registered agent, purpose of establishment, and more. An operating agreement is a more complex legal document. It includes details of dissolution, appointment of internal officers, voting, contributions, etc.
• Legal Status: Founders have to submit Articles of Organization as a part of the LLC’s registration process. Contrary to that, an LLC operating agreement is a company’s internal document. Its creation is not required by state or federal law. In other words, having an operating agreement is not mandatory.
• Public Access: As a general rule, articles of organization are publicly accessible documents. An operating agreement is a private internal document. It is used by members to design rules for an LLC’s internal management.

What is the difference between Articles of Organization for LLC and LLC Articles of Incorporation?

Articles of Incorporation is a mandatory legal document used to register a corporation. A corporation is one of the business structures, with designations like “Corp” or “Inc.” Articles of formation LLC are used to register an LLC.

Both documents remain accessible to the public. Everyone who knows a company name or registration number can access information.

How to Find Articles of Organization for an LLC?

After an LLC is formed, an article of organization is replaced with a certificate of organization. A certificate of organization is issued after an LLC’s formation. The said certificate contains the same information as the original articles of organization.

Both LLC members and third parties can access articles of organization for LLC. An LLC member can access them at the business’s principal address, like an office or co-working space.

Members of the public can access the articles of organization as follows:

• Know the State: You would need first to know in which state the LLC is registered. Every secretary of state has an online register where you can access all the information.
• Know the Name: Once you know the correct online register of the secretary of state, enter the name of an LLC. If the name is not known, you can try your search with an LLC’s registration number.

What Information Is Required for LLC Articles of Formation?

A good example of articles of organization for LLC should contain the following mandatory elements:

Picking up an LLC’s Name

Every LLC should bear a unique name. It could be a combination of letters, words, symbols, punctuation, or both. A suffix like Limited Liability Company, LLC, or “L.L.C.” should be added to the LLC’s name at all times.

The requirements for creating an LLC’s name differ from state to state. You should examine them carefully before submitting documents for registration.

• Restricted Words: Most of the states do not allow you to use federal names in your company’s title. This is done to avoid confusion between your company and public authorities. In articles of organization Florida LLC, words like ‘division,’ ‘municipal,’ and ‘agency’ should not be used.
• Restricted Symbols: Some states may allow using symbols like “%,” “*,” or “#” in your LLC’s name. The articles of organization LLC New York may have “&” or “$” in an LLC’s name. Usage of the same symbols for articles of organization Florida LLC is prohibited.

Choosing an LLC’s Principal Address

Any business entity doing business in the USA should have an address. This is from where your business does all the daily operations as well as where the management sits.

The principal address is also being used as a mailing address to receive correspondence. This is especially the case for small businesses and start-ups.

LLC’s Management Structure

The management structure reflects how a company is being ruled from inside. Usually, LLC members may perform daily management. It is also possible to appoint third parties like managers or officers to do the same.

Articles of Organization LLC should include the full name and address of every member of a management board. Do not rush with this. If an LLC’s management structure changes with time, you have to change the certificate of organization as well. That means you would need to undergo the registration process again.

Purpose of Establishment

A purpose of an LLC is a general summary of why a company is being formed. You can briefly outline here a list of business activities that are planned.

Most states do not require any specific format to list business activities. Some states, like Alaska and New Mexico, may provide some advanced rules. For instance, the list should be in accordance with the North American Industry Classification System.

Additional rules apply to LLCs that perform professional services like legal or accounting. The wording ‘professional’ should be reflected in a company’s name. For instance, articles of organization LLC Oklahoma for a law firm should state the suffix “Professional L.L.C.” or similar.

Duration of LLC

Another essential element of all articles of organization LLC is its duration. An LLC could be formed for an indefinite or fixed period of time.

If an LLC is formed for a fixed period of time, it is crucial to state its end date. An end date could be stated in the form of a date or a specific event.

If an end date is a specific event, make sure you specify exactly which particular event you are referring to. Failure to establish it clearly may result in unacceptable legal consequences. It An unclear end date may trigger an early forced dissolution or winding up.

Think about your business goals in advance, as it helps to define the LLC’s duration correctly. If your LLC will take loans, having an LLC for an indefinite duration is a better option.

LLC’s Effective Date

An LLC’s effective date is the first date on which your LLC starts to function. An effective date is a date on which a secretary of state approves LLC articles of organization.

The legislation of many states allows LLC members to set up an effective date in advance. You need to state the desired effective date in your articles of organization. There is a little rule to keep in mind. A desired effective date could not be earlier than the date of the LLC’s registration. Thus, check in advance the minimum period of time required for an LLC’s registration in your state.

For instance, the registration of LLC in New York takes up to 7 business days. Thus, if you plan to start an LLC on the 10th day of the month, submit articles of organization NY no later than the 1st day of the same month.

Information about Registered Agent

A registered agent is a professional company dealing with all paperwork related to an LLC’s formation. It is not mandatory to use a registered agent, as you can file your LLC’s documents on your own. However, most businesses prefer to do it through a registered agent.

Information about registered agents includes

• their full name (if individual) or company’s name;
• principal address and mailing address, if different from the principal address; and
• contact details.

Once those details are included, a secretary of state will liaise directly with your registered agent. This communication usually includes updates regarding the registration progress.

Putting Signatures

After the articles of organization LLC are complete, an organizer should sign them. An organizer is a person who prepares articles of organization—could be an LLC member, a registered agent, or any other person. There is no requirement for witnessing an organizer’s signature.

How to File LLC Article of Organization?

The process of an LLC’s formation is complex and involves certain important steps you need to follow.

Choose a Secretary of State

The LLC’s formation process is different in every state. Thus, the very first step is to select the state in which you plan to form your LLC.

Once this is done, you would need to visit a secretary of state’s official website to check:

• The exact list of documents to be submitted;
• Timeline of application process;
• Filing fees and any extra expenses;
• State requirements for LLC articles of organization template.

Some websites of secretary of states offer free example articles of organization on their websites.

Appoint a Registered Agent

If you plan to file your LLC’s document on your own, skip this step. For the rest, it is time to appoint a registered agent. A registered agent specializes in company formation and has a respective professional license.

Please note that you would need to pay registered agent fees on top of filing fees for LLC formation. The registered agent’s fees vary significantly depending on a state.

Create Articles of Organization LLC Template

The LLC articles of organization should contain all mandatory elements to be legally valid. Legislation in every states defines the exact list of those elements. If a document is missing one or a few of those elements, it won’t be accepted for registration.

The next step is to check if your secretary of state allows online submission of documents. For example, in Alabama you would need to submit all the documents in hard copies.

The timeline of the registration process differs depending on the state. In Ohio the registration process varies between 3 and 7 business days. While in California, it could be between a few days and 3 weeks. The type of submission (online or offline) affects the duration of the registration process. Online submission of articles of organization South Carolina takes up to 2 days. Offline submission of documents in the same state will result in 4 weeks of registration.

Pay a Filing Fee

You would need to pay a filing fee for LLC formation. Every state has different rates. Please check the official website of a secretary of state for more details.

Get a Certificate of Formation

A certificate of formation (or certificate of organization) is an official document issued by a secretary of state. This document confirms an LLC’s formation.

A secretary of state keeps the original of the said certificate for their internal record. A certificate’s copy is delivered to you or your registered agent.

Steps to Take After Filing LLC Articles of Organization

Once you receive a copy of the certificate of formation, it means that your LLC is finally registered.

• Apply for EIN (Employer Identification Number). Obtainment of an EIN might be mandatory in some states and optional in others. If an LLC plans to hire employees, file tax returns, or open a bank account, in that case an EIN should be obtained.
• Open Bank Account. Having a business bank account for your LLC is one of the essential steps. It helps to ensure that profits of LLC are separated from your personal income.
• Get Necessary Business Licenses. Before doing business, check if either of your business activities has to be licensed. If so, a business license should be obtained first. Some business activities are licensed on a federal level, e.g., wholesale of alcohol, broadcasting services, etc.

Other activities might be licensed on the state level—e.g., retail, farming, or restaurants are being licensed on a state level.

Get Your LLC Articles of Organization Template

To start an LLC, a well-drafted LLC articles of organization sample is a must. You might be refused in LLC’s registration if the chosen template for articles of organization LLC:

• is outdated;
• missing important clauses; or
• does not correspond to the registration requirements of a state.

You will not only lose filing fees paid for submission of the application but also lose a lot of time.

To avoid this, we encourage you to use only customized templates of legal documents. A customized sample LLC Articles of Organization is tailored for your particular needs.