Key Takeaways

  • The term articles of operation LLC often refers to the LLC’s operating agreement, which outlines ownership, management, and procedures.
  • Articles of organization are a separate, state-filed document that legally establishes the LLC and includes basic company details.
  • State requirements for articles of organization vary, but most require information such as the LLC name, registered agent, business purpose, and management structure.
  • Filing fees and processing times differ by state, and some states provide templates or online filing systems to simplify the process.
  • While single-member LLCs may not legally require an operating agreement, having one is still beneficial for liability protection and clarity.

Articles of operation LLC protect the legal rights and outline responsibilities for a limited liability company. An LLC's articles of operation also delineate its business operations. Although it's important for an LLC to establish articles of operation, it isn't a legal requirement. Unlike the articles of organization, which establishes the LLC, the operating agreement lists the owners, managers, plans for distributing profits, and guidelines for resolving future disputes. While a single-member LLC doesn't necessarily need articles of operation, this document is essential for multiple-member LLCs.

LLC Operating Agreement Basics

The articles of operation should be established when you want to define your LLC's business terms. This document is sometimes called an operating agreement, operations agreement, LLC bylaws, or setup agreement. Unlike corporations, LLCs have flexibility in managing their business operations. The operating agreement for your LLC should define and outline the following terms:

  • The purpose of the LLC and the details of its products or services
  • Your LLC's physical location and phone number
  • The name of each member and his or her role in the LLC, including funding percentage and day-to-day responsibilities
  • The share of the LLC owned by each member, which does not necessarily need to correspond to funding percentages
  • An indication of the person responsible for keeping the business's books and distributing profits, who should also have check-writing privileges
  • An indication of the beginning and end of the fiscal year
  • Accounting procedures and defined intervals for financial review
  • A procedure for member withdrawal
  • A procedure for LLC dissolution
  • Whether remaining members will purchase the stock of a departing member
  • Whether a departing member will be replaced

Differences Between Articles of Operation and Articles of Organization

Although the terms articles of operation and articles of organization are sometimes used interchangeably, they serve very different purposes:

  • Articles of Organization:
    • Filed with the Secretary of State (or equivalent agency) to legally create the LLC.
    • Public record document containing the LLC’s name, principal address, registered agent information, business purpose, and sometimes management structure.
    • Acts as the LLC’s official formation document required for state approval.
  • Articles of Operation (Operating Agreement):
    • An internal contract among LLC members outlining ownership percentages, roles, voting rights, profit distribution, dispute resolution, and dissolution procedures.
    • Not typically filed with the state but kept in company records.
    • Helps protect limited liability status by showing the LLC is a separate legal entity.

Understanding the distinction ensures compliance with state requirements and prevents confusion about which document to file versus which to keep for internal governance.

What Are the Articles of Organization?

The articles of organization for an LLC serve to register its existence with the state and provide basic information about the company. This document is typically filed with the Secretary of State office in the state where your LLC will do business. Once the state approves, the LLC is authorized to conduct business in the state.

State Filing Requirements and Fees for Articles of Organization

Each state has its own process and rules for filing articles of organization. Common elements include:

  • Filing Method: Many states offer online filing through the Secretary of State’s website, along with mail-in or in-person options.
  • Fees: Costs typically range from $40 to $500 depending on the state, with some charging additional fees for expedited processing.
  • Processing Times: Can vary from same-day approval to several weeks, depending on the state and filing method.
  • Publication Requirements: A few states, such as New York, require a public notice of LLC formation in local newspapers.
  • Annual or Biennial Reports: Most states require ongoing filings to maintain good standing.

Before filing, check your state’s specific requirements to avoid delays or rejections.

What Is Included in the Articles of Organization?

Most states require the articles of organization for a new LLC to include the following:

  • The name of the LLC and the address of its primary business location
  • The type of business the LLC will engage in
  • The name and contact information of the registered agent for the LLC
  • The names of all members and managers

The articles of organization also indicate the LLC's organizer, who must also sign this document before filing it with the state. Any indicated managers must sign the articles as well.

The LLC's registered agent is a representative who is designated to accept legal documents on behalf of the company. In some states, you can authorize the Secretary of State's office to act as the registered agent.

Optional Provisions to Include in Articles of Organization

While the articles of organization must meet your state’s minimum requirements, you can often include optional clauses to customize your LLC’s structure and rights. These may include:

  • Statement of Duration: Specify whether the LLC will exist indefinitely or for a set term.
  • Management Provisions: Outline whether the LLC will be member-managed or manager-managed.
  • Liability Statements: Clarify limits on members’ liability beyond statutory protections.
  • Indemnification Clauses: Provide for the company to cover costs incurred by members or managers in certain circumstances.
  • Business Purpose Details: Include a broad purpose to allow flexibility in operations without frequent amendments.

Including tailored provisions in your articles can strengthen governance and reduce the need for later amendments.

Writing the Articles of Organization

The LLC articles of organization are fairly straightforward and can be completed independently or with the help of a business attorney. In fact, some states, including Ohio, California, and Florida, provide a template you can simply complete. You'll need to submit the articles of organization to the Secretary of State office and pay the filing fee, which varies by state. Preparing the articles of organization provides your business the foundation for success by complying with the LLC requirements of your state.

Common Mistakes to Avoid When Filing

Even simple errors in your articles of organization can lead to delays or legal issues. Watch out for:

  • Name Conflicts: Failing to verify name availability before filing.
  • Registered Agent Issues: Listing an agent who is ineligible under state rules.
  • Incomplete Information: Omitting required details such as management structure or principal office address.
  • Improper Signatures: Missing signatures from the organizer or designated managers.
  • Ignoring State Instructions: Each state’s form may have unique sections or formatting requirements.

Double-check all entries before submission to ensure smooth processing and avoid unnecessary amendments.

Frequently Asked Questions

  1. Are articles of operation LLC the same as articles of organization?
    No. Articles of operation (operating agreement) govern internal operations, while articles of organization are filed with the state to form the LLC.
  2. Do I have to file articles of operation with the state?
    Typically, no. Operating agreements are internal documents and are not submitted to the state.
  3. Can I file articles of organization online?
    Yes, most states allow online filing through the Secretary of State’s website, though mail and in-person options may also be available.
  4. How much does it cost to file articles of organization?
    Fees range from about $40 to $500, depending on the state and whether you choose expedited processing.
  5. What happens if my LLC name is already taken?
    Your filing will be rejected, and you’ll need to choose a unique name that meets your state’s naming rules.

If you need help with articles of organization for your LLC, you can post your job on UpCounsel's marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.