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LLC Articles of Organization

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Articles of Organization is the name of the document used to create a limited liability company. Sometimes this document is called Articles of Formation or a Certificate of Formation.

Successfully filing the articles of organization secures your LLC’s name and creates the legal entity of the LLC. Only after you receive state approval of this document should you use your business name to apply for a federal tax ID (EIN), obtaining business licenses, sign contracts, and otherwise start conducting business.

Prepare to File

In most states, the secretary of state oversees LLCs. Most state websites offer articles of organization templates and instructions.

Is an attorney required?
No, any legal organizer (usually any adult) may file articles of organization. Attorneys typically charge $1,200-$2,000 to form an LLC and CPAs charge around $1,000-1,200. Our LLC Formation service starts at $399.

What does it cost to form an LLC?
State fees to process your articles of organization vary from ~$50-$400. Some states also have a publishing requirement which typically costs ~$200. Some states also require a business license and annual franchise tax (most notably, $800 for a California LLC).

How long does the process take?
State processing times are typically 2-4 weeks. Some states offer expedited filing for a fee. If the filing is rejected it will add around a month to the process.

How to File LLC Articles of Organization

LLC articles usually must contain the following information:

  1. Name

    LLC names must be distinguishable from all other registered entities in the state of formation. It is important that you conduct a thorough name availability check before filing your articles of organization. Some states require a corporate designator such as “LLC”, “Limited”, or “Company”.

  2. Registered agent and office

    You are required to specify your registered agent and office in your articles of organization. A registered office is where your organization receives service of process (notice of a lawsuit) or other important legal documents. The registered agent is the person or company that receives it. You may use any physical address in your state of formation (not a PO Box). You can also use a registered agent service to serve on your behalf. If you have a home office, are regularly out of the office, or wish to have added privacy of keeping your address off the public record, then using a registered agent service may be in your interest.

  3. Member-managed or manager-managed

    Indicate whether the LLC will be managed by the members (the owners) or by managers which the members elect. If you chose to have a manager-managed LLC, you may elect a member to be a manager. Choosing manager-managed provides more flexibility if you decide at any point to to have passive owners or declare temporary managers while members are unavailable. LLCs typically re-elect their managers annually in their annual meeting.

  4. Membership certificates

    Indicate whether the LLC documents ownership using membership certificates. The membership certificate is like a stock certificate that documents legal ownership rights in the LLC.

  5. Effective date

    By default, your LLC will become effective on the date the secretary of state processes your articles of organization. You may list a future date if desired.

  6. Duration

    By default the LLC exists perpetually. You can limit the duration of the LLC by stating a dissolution date or term of existence.

  7. Formed under

    If you are using a state articles of organization template, then it already includes a declaration of under what state corporations code the LLC is formed. If you are creating articles of organization from scratch, include this information. List the state, statutory code version, section, or other relevant details to be clear under which laws you are forming and will be regulated. Professional LLCs, series LLCs, non-profit LLCs, and other special types of LLCs should pay careful attention to this declaration.

  8. Organizers

    Your LLC must have at least one organizer but may have more. An organizer is the individual responsible for executing the articles of organization. An organizer is typically any natural person of full age (18 years old). All organizers must sign executing the articles of organization.

  9. Principal Office

    Some states require the address of the principal place of business.

  10. Execution

    The organizers must sign executing the articles of organization. Signing language varies by state but often included penalties of perjury for providing misinformation. Some states also require the registered agent to sign accepting their appointment and responsibilities.

Other provisions

A provision is additional information included in your articles of organization. Any information you provide will become part of public record. You may need to include disclosures as to the names and addresses of the initial members for certain banking purposes. You may need to include additional statements to satisfy the restricted formation purposes of professional LLCs.

Warning
The secretary of state will approve your articles of organization if they contain the minimum amount of information required by the state’s corporations code, but there can be further provisions that you should provide. Certain banking purposes, license, and other government agencies may require additional language in the articles.

Publishing Requirement for LLCs

In some states, LLCs are required to publish notice of their intention to or their filing of the articles of organization. Research and abide by the publication requirements in your state. Typically, specific language is required and there are guidelines about which legal publications or newspapers should be used. You should make sure to obtain legal affidavits providing proof of publishing and keep them in your company records. The cost of publishing is typically around $200 but varies by length of copy and newspaper.


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