Sample Articles of Organization LLC

A sample Articles of Organization LLC can help you draft your Articles of Organization when it comes time to submit it to the Secretary of State. Generally, the filing fee ranges from $40 to $500 depending on the state in which you register. Also, you can submit the form online, by mail, fax, or in person. This also depends on the state in which you are filing. Some states don’t allow you to file online, while other states don’t allow you to file in-person.

The person drafting the Articles of Organization is the LLC organizer. This is the person who will sign the document and submit it with the Secretary of State. This person could be an owner (member) of the LLC or could be a third party (attorney or LLC filing company).

The Articles of Organization consists of various numbered articles, each which have certain statements that must be made. Such documents are titled Article I, Article II, Article III, etc. The document must be signed by a member or manager of the business, along with the registered agent.

Articles of Organization: An Overview

This document is the primary document for your LLC. It will provide basic business information. Once it is filed and approved, you have now legally registered your business with that state.

Some states require that the form itself be filed with a different state government agency and not the state’s Secretary of State. Other states refer to this document as either a Certificate of Formation or Certificate of Organization. The following information is included in this document:

  • LLC name/address
  • LLC registered agent name/address
  • Effective date of LLC
  • Duration of LLC
  • Type of management structure, i.e. member-managed or manager-managed

Your LLC name must include the LLC business designator. It must also adhere to the other state guidelines and requirements. All states require that you choose a business name that is available to use in that specific state. For example, if the name you want to use is being used by another LLC in that same state, then you have to choose a different name. Furthermore, there are certain prohibited terms, i.e. Bank, University, Insurance, Secret Service, etc. Therefore, if you use a term in your name that indicates you operate as an educational institution or a government agency, then you will need to change your name.

After filing this document, the state might either provide a certificate of organization or simply return the Articles of Organization with a stamp that indicates the date of filing and filing number. Several states allow online submission of this document. In fact, some states, such as California, Texas, and Florida, have fill-in forms that you can quickly fill in online and submit. The State of Louisiana requires that a notary sign the document.

How and When to File the Articles of Organization

Most states will process your Articles of Organization within one week. However, some states provide shorter processing times, particularly for expedited requests. These requests carry additional fees for the convenience of a much quicker processing time.

You will file this document when you are officially ready to form your LLC. You cannot back-date this document, meaning that you cannot file it indicating that your LLC’s effective date is prior to the date of submission. Therefore, you cannot begin conducting business as an LLC before you actually file this document. While you cannot back-date this document, you can forward-date it up to a period of 90 days. Be sure to check with the state before forward-dating, as some states only offer up to 30 days or less.

It might also be beneficial to form your LLC at the end of the year and forward-date your effective date to January 1 of the following year, as this can save you on taxes that might be required for the few months that you were operating at the end of the prior year.

Even after filing the Articles of Organization, however, you have to consider other requirements before actually doing business in the state. This could include drafting an Operating Agreement, obtaining an Employer Identification Number (EIN), setting up a formal accounting system, and obtaining licensing and permits that might be required at the federal, state, and local levels.

If you need help drafting the LLC Articles of Organization, or if you need assistance forming your LLC, you can post your legal need 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.