Articles of Organization

The Articles of Organization is the primary legal document that must be filed with a state government (usually the Secretary of State) to officially form and register a Limited Liability Company (LLC).

Until this document is filed and accepted by the state, your business does not legally exist as an LLC, and you do not possess the corporate liability shield that protects your personal assets.

The Difference Between Articles and Certificates

If you are confused by the different terminology used across the country, you are not alone. “Articles of Organization” is simply the name used by the vast majority of U.S. states (including New York, California, Florida, and Illinois) for an LLC formation document.

However, a minority of states call this exact same document a Certificate of Formation (e.g., Texas, Delaware, New Jersey) or a Certificate of Organization (e.g., Pennsylvania, Massachusetts). Regardless of the name, the purpose and legal power of the document are identical.

(Note: If you are forming a Corporation, the equivalent document is called the Articles of Incorporation).

What Information is Required?

While state forms differ slightly, you will generally need to provide the following information to file your Articles of Organization:

1. The Name of the LLC: Your chosen business name, which must include a proper designator like “LLC” or “Limited Liability Company” and must be distinguishable from other businesses in the state.
2. Principal Place of Business: The main physical street address where the company will operate.
3. Registered Agent: The name and physical address of the person or professional service authorized to accept legal mail on behalf of the business.
4. Management Structure: An indication of whether the LLC will be managed by its owners (“Member-Managed”) or by appointed managers (“Manager-Managed”).
5. Effective Date: You can usually choose whether the LLC is created immediately upon filing or on a delayed future date (e.g., January 1st of the following year).
6. Signature of the Organizer: The person preparing and filing the document must sign it. The organizer does not have to be an owner of the LLC.

After Approval

Once the state reviews and approves your Articles of Organization, they will return a stamped or certified copy to you. This approved document is the proof that your business legally exists. You will need it to open a business bank account, obtain a federal Employer Identification Number (EIN), and sign commercial leases.