LLC Organizational Documents: Everything You Need to Know
LLC organizational documents for your company must be filed for the state to recognize it as a separate business entity. 3 min read
LLC organizational documents for your company must be filed for the state to recognize it as a separate business entity. While this document is usually straightforward, follow all guidelines to avoid the risk the state denying your petition to form an LLC, or limited liability company.
To form an LLC, you must first file paperwork with the correct state office. Most states require you submit proper paperwork, known as the "Articles of Organization,” with the Secretary of State. The name of the document or the designated filing location depends on your state so check with your local office. While the form requirements may vary by state, there is some standard information across all states that you need to provide about your LLC:
- Your LLC name.
- The registered agent's name and address.
- The LLC management structure.
- The principal business address.
- Your LLC duration.
- Signatures for all initial LLC members.
Once the state approves your document, your LLC is a registered business within the state. You will also need to create an LLC operating agreement.
Naming Your LLC
Follow your state laws for naming your business. For instance, you cannot register a business name that another business owner has registered with the state. Additionally, Your LLC's name must end with an LLC designation. For example, "LLC, " "Limited Liability Company," or "Ltd. Liability Co. are some of the acceptable monikers. Also check with your local office to get a list of prohibited words like “bank,” “trust,” or “insurance.”
List a Registered Agent
Include your LLC's registered agent's name and address in your filing documents. A registered agent is a person charged with receiving official paperwork for your company. All state notices, as well as legal documents, are sent to the registered agent. When selecting your LLC's registered agent, keep the following in mind:
- The registered agent must exist in the state where you filed your LLC paperwork.
- The registered agent must have a physical address.
- The registered agent must operate during regular business hours.
Statement of Purpose
- Some states allow a general clause stating the LLC is formed to engage in a lawful business.
- Other states require a specific clause requiring you to give a detailed explanation of the products or services your LLC offers.
Detailing Management Structure
Document whether your LLC is managed by its members or by a separate management team. Most LLCs are governed by its members where everyone takes part in managing the business. The member-managed structure resembles a partnership. On the other hand, a manager-managed LLC structure is like a corporate entity, where some or all the members are not involved in the day-to-day business operation. Your state may require you to provide the LLC management team's names and addresses.
Principal Place of Business
Your company's primary location is known as the principal place of business. Depending on your states' requirement, you may need to provide your primary business address in your paperwork.
You may need to supply the duration, or the length of time in years, you plan to operate your LLC. If you do not provide a time span, most states will assume it is perpetual. In some states, there is a statutory limit on how long your LLC exists, however, you can usually extend it.
Most states require at least one LLC member to sign and date the articles of organization. Most member-managed LLCs have all founding members sign to indicate their shared ownership in the business.
The organizer is the person or company that creates and files the formation documents with the state on your LLC's behalf. If your state requires it, include the organizer's name, address, and signature in your organization documents.
Most LLC organizational documents are straightforward. Still, it is crucial for you to think about how your company will run its operations. The clearer your records are, the smoother your business will run.
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