Key Takeaways

  • LLCs do not file Articles of Incorporation; they file Articles of Organization.
  • Articles of Incorporation are required for corporations (C corps, S corps).
  • An LLC’s key formation documents include Articles of Organization and an Operating Agreement.
  • Articles of Organization include the LLC’s name, registered agent, management type, and purpose.
  • Knowing the difference between LLC and corporate filings helps avoid legal and compliance mistakes.

Do I need Articles of Incorporation? You need an Articles of Incorporation to form an LLC or corporation with the state government, but sole proprietorships and partnerships are considered established as soon as the owners conduct business. Plus, each state has its own formation requirements.

What Are Articles of Incorporation?

Articles of Incorporation is a set of formal documents that legally create a corporation. These documents are filed with a government body and must contain important information such as:

  • The business's name
  • Owner contact details
  • The company's street address
  • Registered agent contact information
  • Type of stock being issued
  • Amount of stock being issued

Articles of Incorporation is also referred to as:

Whether you're forming an S corporation or a C corporation, you need to file Articles of Incorporation with the state.

What Are Articles of Organization for an LLC?

While Articles of Incorporation are essential for forming a corporation, LLCs use a similar but distinct document called Articles of Organization. This legal document is filed with the state to officially form a limited liability company (LLC). It includes details such as:

  • The LLC’s legal name
  • The principal business address
  • The name and address of the registered agent
  • Whether the LLC will be managed by its members or managers
  • The LLC’s business purpose (which can often be stated broadly)

The specific filing name and requirements can vary by state. For example, some states call this document a Certificate of Formation or Certificate of Organization. Regardless of the name, this filing is what formally creates the LLC as a recognized business entity.

Understanding Articles of Incorporation

Many businesses in the United States are formed as corporations, but to be recognized as such, you'll need to take steps to officially establish your company. One of the key steps is filing an Articles of Incorporation.

Articles of Incorporation acts as a company charter and provides the state with the necessary information to formally establish the company. The document also acts as an outline for how the company is governed. You must file your Articles of Incorporation with the secretary of state's office in the state in which you're going to conduct business.

It's worth noting that certain states offer more favorable tax and regulatory environments than others, which attract more businesses. For instance, Nevada and Delaware attract a large portion of public corporations because they offer unbeatable tax advantages. These states also don't require shareholders, officers, or directors to be local residents, making it easy to form a company without residing in that particular location.

Although Articles of Incorporation requirements vary by state, it's important to include:

  • The company's name
  • The registered agent's name and address
  • The type of corporate structure (i.e., nonprofit corporation, nonstock corporation, profit corporation, professional corporation, etc.)
  • Contact information for the initial board of directors
  • The type and number of authorized shares
  • How long the corporation is expected to exist if it isn't meant to last forever
  • The incorporator's name, address, and signature

You may also be required to include your company's purpose, although you can define this purpose broadly to maintain some level of flexibility. Other provisions you may need to include in the Articles of Incorporation are the director's liability limitations, stockholder actions, and stockholder authority for calling special meetings. You should also include the company's bylaws that outline how the business is run.

Remember, each state has different mandatory provisions you must include in the document, so check the secretary of state's website carefully when deciding what to include.

Most states charge filing fees when establishing a corporation, regardless of whether the business operates there. For example, if you start a business in one state but it is physically located in another, you must register and pay the filing fees in both states. This step also involves paying each state's taxes.

Depending on which state you file your Articles of Incorporation, expect to pay anywhere from $50 to $520. Massachusetts is the most expensive state to file, while Arkansas, Iowa, and Michigan are currently the cheapest.

Does an LLC Need Articles of Incorporation?

A common point of confusion is whether an LLC needs Articles of Incorporation. The answer is no — LLCs do not file Articles of Incorporation because that document applies only to corporations. Instead, LLCs file Articles of Organization (or their state equivalent).

Here’s a simple breakdown:

  • Corporations: Must file Articles of Incorporation to legally exist.
  • LLCs: Must file Articles of Organization to legally exist.

Additionally, LLCs typically draft an Operating Agreement — an internal document outlining how the LLC is governed, how profits are shared, and the roles and responsibilities of its members. This is not usually filed with the state but is critical for smooth internal operations and legal clarity.

Steps in Filing an Articles of Incorporation

The first step toward filing an Articles of Incorporation is to check your state's requirements. Your state may refer to this document as a Certificate of Formation or similar term.

Next, choose an appropriate business name with a corporate identifier. Search the secretary of state's business database to make sure your preferred name isn't already taken, then add a suitable identifier to the end (i.e., “Corporation,” “Company,” “Incorporated,” “Inc.,” etc.). It's important to note that the state holds the final say in whether your business name is approved.

After choosing your business name, decide on its principal place of business. This is the main location where you'll conduct business.

Write your business purpose, choose your registered agent, and you're ready to work on submitting your Articles of Incorporation.

Filing Articles of Organization for an LLC

If you’re setting up an LLC, follow these general steps:

  1. Choose an LLC name that complies with your state’s naming rules.
  2. Appoint a registered agent who will accept legal documents on behalf of the LLC.
  3. Prepare and file the Articles of Organization (or equivalent) with the appropriate state agency, usually the Secretary of State.
  4. Pay the filing fee, which varies by state but typically ranges from $50 to $500.
  5. Draft an Operating Agreement to clarify ownership, management, and member duties.
  6. Obtain any required business licenses or permits before starting operations.

Filing Articles of Organization is what gives your LLC its legal standing, protecting members from personal liability and enabling the company to operate under its own name.

If you need legal help ensuring your LLC is properly formed or understanding whether you need Articles of Incorporation or Organization, you can find a qualified attorney on UpCounsel to guide you.

Frequently Asked Questions

  1. Does an LLC need Articles of Incorporation?
    No, an LLC files Articles of Organization, not Articles of Incorporation, which are only for corporations.
  2. What’s the difference between Articles of Incorporation and Articles of Organization?
    Articles of Incorporation create corporations; Articles of Organization create LLCs. Both are formal state filings but apply to different business structures.
  3. Is an Operating Agreement the same as Articles of Organization?
    No, the Operating Agreement is an internal document detailing management and operations, while Articles of Organization are filed with the state to legally form the LLC.
  4. Do all states require Articles of Organization for LLCs?
    Yes, all states require some form of Articles of Organization (or a similarly named document) to legally establish an LLC.
  5. Can I form an LLC without filing any documents?
    No, you must file Articles of Organization (or the state’s equivalent form) to officially form an LLC and gain the legal protections it offers.

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