Articles of Incorporation for an LLC: Everything You Need to Know
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. 3 min read
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:
- Certificate of Organization
- Certificate of Formation
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.
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."
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.
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.
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.
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