Key Takeaways

  • The Articles of Formation (also called Articles or Certificate of Organization) formally establish an LLC with the state.
  • This document includes the LLC’s name, address, registered agent, business purpose, and management structure.
  • Filing fees and requirements vary by state, but typically range from $50 to $500.
  • Filing can usually be done online or by mail through the Secretary of State’s office.
  • Some states require additional documents like an Operating Agreement or Initial Report after filing.
  • Once approved, the state issues a Certificate of Formation or similar acknowledgment, confirming the LLC’s legal existence.
  • Having well-prepared Articles ensures compliance, avoids rejections, and supports smooth business operations.

The Articles of Incorporation for an LLC, also known in some states as a Certificate of Organization or Certificate of Formation, is the specific document that one must file with the state when forming an LLC.  

What Is a Limited Liability Company (LLC)?

An LLC is a type of business that is registered with the state in which the business operates.

What Are the Articles of Organization?

"Articles of Organization" is the name of the document that must be filed with the state.

An LLC's Articles of Organization essentially form a contract that makes the presence of the LLC official in its state. This document also provides general information regarding the newly formed business. 

In some states, the following terms are used instead:

The Articles of Organization document must be filed with a state agency that processes business registrations, such as the Secretary of State's office. Keep the following in mind when preparing your Articles of Organization:

  • Either members or non-members can supervise the everyday operation of the business of an LLC. This operating information must be included in the Articles of Organization. 
  • A statement of the LLC's reason for business is also required in some states.
  • To make an LLC permanent and legal, you must file the Articles of Organization with your state.
  • Typically, the members of the LLC are made known in the Articles of Organization. They are usually the people who start the business process and sign the articles prior to filling.
  • If the members choose to have an external manager operate the LLC, the manager might be required to sign the articles as well.

Some states provide the LLC with a Certificate of Organization, while others return the filed Articles of Organization with a stamp that includes a filing number and a date for proof of establishment. 

Understanding the Purpose of Articles of Formation

The Articles of Formation serve as the legal foundation of a limited liability company (LLC). Once filed and approved, they officially create the entity in the eyes of the state. These articles outline fundamental details such as the LLC’s name, purpose, and management structure—acting as both a registration and a public record of the company’s existence.

In many states, the term Articles of Formation is interchangeable with Articles of Organization or Certificate of Formation. The terminology differs by jurisdiction, but the purpose remains consistent: to establish the LLC as a distinct legal entity separate from its owners, shielding members from personal liability for business debts or lawsuits.

Beyond registration, the articles also serve a compliance function—many banks, lenders, and government agencies will require a copy when verifying the company’s legal status or opening business accounts.

What Is Included in the Articles of Organization?

The legal name of the company must be included in the Articles of Organization. This name must meet state requirements, such as the inclusion of the term "Limited Liability Company" or "LLC." 

Most states also require that the business name be distinct. 

Members will save time and money if they verify that the chosen name is available prior to filing.

The LLC's address or primary location of business must also be provided in the articles.

Often, states provide the members with a PDF form to use when applying. It is important to save or screenshot the form for future needs. 

The name and address of the LLC's registered agent is also required. The registered agent is permitted to accept legal documents, such as lawsuits, for the LLC. The Secretary of State's office may be used as the registered agent in some states. 

It must also be specified whether the members or external managers will be operating the LLC. These members and managers names should also be included if known prior to filing. 

Members can either state the effective start date of the LLC prior to filing or allow the date the document is filed and accepted by the state to automatically be made the effective start date. 

It is important to inquire with the state regarding specific requirements of the effective date.

Key Details Commonly Required in Articles of Formation

While specific requirements vary by state, most Articles of Formation must include the following elements:

  1. Business Name: Must be unique and include “Limited Liability Company” or an abbreviation such as “LLC” or “L.L.C.” States typically maintain a searchable name database to help verify availability.
  2. Principal Business Address: The official mailing address or physical location where the LLC conducts business.
  3. Registered Agent: The person or company authorized to receive legal and tax correspondence on behalf of the LLC. The agent’s address must be within the state of formation.
  4. Business Purpose: Some states require a brief statement of purpose (e.g., “to engage in lawful business”).
  5. Management Structure: Indicate whether the LLC is member-managed or manager-managed, and list the names of members or managers if required.
  6. Duration: Some states ask whether the LLC will exist indefinitely or for a specific term.
  7. Effective Date: The date the LLC becomes active, which can be immediate upon filing or set to a later date.
  8. Organizer Information: The name and signature of the person filing the document (called the “organizer”).

Optional provisions can also be added, such as indemnification clauses, internal governance rules, or restrictions on member authority. Including these optional details can help prevent disputes and clarify business operations later.

Writing the Articles of Organization

Articles of Organization can either be completed by the members or a professional. Regardless of who completes them, the overall process should be relatively simple.

When members choose to write the Articles of Organization themselves, a list of minimum information required is given, and as long as they accurately provide it, the state should accept the Articles of Organization. 

Most states provide already printed forms that the members can complete. These forms are available on the Secretary of State's website. 

In the state of Louisiana, notary signatures are required for both the registered agent and the organizer. The state of Iowa demands that the LLC create its own form. 

How to File Articles of Formation with the State

The process of filing Articles of Formation varies slightly by state but generally follows these steps:

  1. Check Name Availability: Use the Secretary of State’s database to ensure your LLC name isn’t already in use.
  2. Select a Registered Agent: This individual or company will accept service of process and official notices.
  3. Prepare the Articles: Many states provide fillable online forms or downloadable templates. You can also draft your own using state guidelines.
  4. Submit the Filing: Articles can often be filed online, by mail, or in person. Some states charge extra for expedited review.
  5. Pay the Filing Fee: Typical costs range from $50 to $500, depending on the state.
  6. Receive Confirmation: Once approved, you’ll get a Certificate of Formation or acknowledgment letter, confirming your LLC’s creation.
  7. Complete Post-Filing Requirements: Some states require an Operating Agreement, Initial Report, or Publication Notice after formation.

Failure to include mandatory information or using a duplicate name can result in rejection or delay of approval.

Articles of Organization: Filing and Fees

The Articles of Organization are ready to be filed with the proper state agency when they are written and signed. The processing fee to submit the Articles of Organization typically ranges from $100 to $200, but the exact fee varies by state. Some states permit online filing and allow businesses to pay an extra fee for expedited processing.

After Filing: Maintaining Compliance and Good Standing

Once your Articles of Formation are approved, your LLC officially exists—but ongoing compliance is crucial. Each state imposes periodic requirements to keep your company in good standing. These may include:

  • Annual or Biennial Reports: Filed with the Secretary of State to confirm the company’s address, management, and registered agent.
  • Franchise or Annual Fees: Regular payments to maintain active status.
  • Operating Agreement: While not always filed with the state, this internal document defines ownership and management responsibilities.
  • Registered Agent Updates: Any change to the agent or address must be promptly filed.
  • Business Licenses and Tax Registrations: Depending on your location and industry, additional local permits may be required.

Failing to maintain compliance can lead to penalties, administrative dissolution, or loss of limited liability protections. Keeping accurate records and monitoring filing deadlines ensures your LLC remains in good standing and continues to benefit from its legal protections.

Frequently Asked Questions

  1. Is “Articles of Formation” the same as “Articles of Organization”?
    Yes. The terms are often used interchangeably depending on the state. Some states use “Articles of Formation,” others use “Certificate of Formation” or “Articles of Organization,” but all refer to the same document that legally forms an LLC.
  2. How long does it take to process Articles of Formation?
    Processing time varies by state. Online filings may be approved within 24–48 hours, while mailed submissions can take several weeks unless expedited.
  3. Can I file Articles of Formation myself?
    Yes. Most business owners file their own using the Secretary of State’s website. However, many choose to use a professional filing service or attorney to ensure accuracy and compliance with state-specific laws.
  4. Do I need an Operating Agreement after filing Articles of Formation?
    While not always required by law, an Operating Agreement is strongly recommended. It defines member roles, profit distribution, and procedures for resolving disputes.
  5. What happens if I fail to maintain my LLC after filing?
    If you don’t comply with ongoing reporting or fee requirements, your LLC could lose its good standing or be administratively dissolved by the state, exposing members to liability risks.

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