If you’re forming a limited liability company (LLC), you’ll need to fill out articles of organization to document precise details about your company’s identity.
Let’s go through why you need articles of organization. You’ll also learn what information is required for the forms, how the articles of organization relate to operating agreements, how to file them and how to get copies for your records.
What Are the Articles of Organization?
Most states require anyone who wants to form a business structured as an LLC to file articles of organization, also known as articles of formation or a certificate of formation.
Articles of organization officially record your LLC’s basic identifying details with your secretary of state. This allows your LLC to open business bank accounts and file taxes.
Requirements vary from state to state, but identifying details filed with your articles of organization typically include:
- Your exact business name
- A brief description of what your business does
- Your principal business address
- The name and contact information of your company’s registered agent (the person authorized to receive legal papers on your company’s behalf)
- Identifying information about your company’s owners, managers and officers
These details help identify your business as a unique entity. They also help financial and tax authorities know where to contact you and who is authorized to receive paperwork on behalf of your business.
Note that while articles of organization resemble articles of incorporation, they are different documents. Articles of incorporation include some of the same basic identifying details as articles of organization, such as the business name and the name and contact information for the registered agent. However, they also include information specific to S- and C-corporations, such as:
- A list of the board of directors
- Authorization of shares
- Information about profitability
When you’re ready to complete the articles of an LLC, ensure you have the correct forms for your secretary of state’s office.
Articles of Organization vs. Operating Agreement
Some states require that when you submit LLC articles of organization, you also submit an operating agreement, or articles of operation. This is an LLC’s equivalent of articles of incorporation that lays out the directors and share authorization of a corporation. An operating agreement outlines how the decision-making and financial structure of your LLC are divided among your members.
Elements of an operating agreement may include items such as:
- Voting rights of members
- How the company will continue if a member dies
- How managers run the company and what their rights and responsibilities are
- How the LLC divides profits and losses
- The way the LLC makes distributions
Laying out these items is crucial if your LLC has more than one member. Some companies create one even when it isn’t required. If your LLC only has one member, you don’t have to worry about a complex operating agreement.
Articles of Organization Details
Let’s imagine you’re a solo business owner starting up an LLC. Your articles of organization might include items such as:
- Company Name: XYZ Gadgets, LLC
- Principal and mailing address: John Doe, 1234 Main Street, Smallville, IL 12345
- Registered agent and mailing address: John Doe, 1234 Main Street, Smallville, IL 12345
- Management: This LLC is member-managed
- Members: John Doe, 1234 Main Street, Smallville, IL 12345
- Purpose: The purpose for which this company is organized is to sell widgets.
- Correspondence information: John Doe, 1234 Main Street, Smallville, IL 12345
There will be additional lines for signatures and other formalities.
This articles of organization example illustrates how your filing might look if your LLC has only a single member. If you have more members, you’ll need to list them. You also may need or wish to include articles of operation.
A web search can help you find sample articles of organization if you want to refer to other examples while preparing to file your forms. Websites such as Northwest Registered Agent and Wonder.Legal USA have templates you can review but don’t use them for filing if they don’t match your secretary of state’s requirements. You can also conduct a web search and browse the image results to find good articles of organization examples.
How to File Articles of Organization
To file small business articles of organization, follow these 4 main steps:
- Visit your secretary of state’s website to find an itemized list of what you need to submit, along with what fees you will need to pay.
- Collect the information you’ll need to file, including your business name and address, along with names and contact information for your members and registered agent.
- Prepare to answer questions about how your LLC will be managed and the nature of your business.
- Complete the article of organization form.
Most states provide forms in PDF format that you can fill out and submit digitally. Your state might also have you fill out the form on its website. Alternately, some states require you to submit your form through the mail or in person. In this case, you can use a template or create a customized form in consultation with your registered agent or legal advisor.
After filing, you need to wait for approval before you can legally conduct business. Depending on your state and the current workload, the approval process may take anywhere from hours to weeks.
Avoid choosing a business name already in use. This is one of the most common reasons applications get rejected. Before filing your paperwork, conduct a business name search.
Other tips include:
- Make sure your company name records your full business name, including a comma followed by the term “LLC” or “Limited Liability Corporation.” (This distinguishes your business from other companies that may share a similar name but aren’t structured as LLCs.)
- Choose a registered agent who has legal experience and is available during business hours.
- Include articles of operation if it’s required
- If possible, set up a business checking account before you file, and use a business check to pay your filing fee.
Remember to double-check for correct information, typos and other errors before submitting anything.
Where to Get Articles of Organization Copies
State laws usually require you to keep a copy of your business articles of organization on file. You may be able to download a copy of your document as soon as you finish filing it.
After filing, you will usually receive an email with a link to a download page with a copy of your filed document. After your submission is approved, you should receive another link to a copy of the approved document.