Forming an LLC: Writing and Filing the Articles of Organization

What are the Articles of Organization?

Your limited liability company's (LLC) "articles of organization" act as a charter to establish the existance of your LLC in your state, and set forth certain basic information about the new business. Filed as a single document with the Secretary of State's office (or similar state agency that handles business registration), the articles of organization describe the fundamental identifying and operating characteristics of the LLC (laid out in more detail in the next section). Once filed and approved by the state, the articles of organization legally create the LLC as a registered business entity within the state.

What is Included in the Articles of Organization?

No matter the type or size of your new business, most states require that an LLC's articles of organization include, at a minimum, the following information:  

• Your new LLC's name and address (principal place of business)
• The nature of the LLC's business (usually stated in broad language such as "to engage in any lawful activity," in order to avoid limiting the LLC's business prospects)
• Name and address of your LLC's registered agent, who will be authorized to physically accept delivery of certain legal documents (including lawsuits) on behalf of your LLC. Note: some states may allow you to designate the Secretary of State's office as your LLC's registered agent.
• Name(s) of manager(s) and members of the LLC, if known at the time of filing.

The articles of organization will usually identify the organizer(s) of the LLC, who initiate the organization process and are typically responsible for signing the articles of organization prior to filing them with the state. If the articles name the manager(s) of the new LLC, the manager(s) may also be required to sign the articles of organization before they are filed.

Writing the Articles of Organization

Whether you prepare them yourself, or consult an experienced attorney for assistance, your new LLC's articles of organization do not necessarily need to be complicated or extensive. If you decide to write them yourself, your articles of organization will most likely be accepted for filing in your state as long as they contain the minimum information identified above in bullet-point. But you likely need not create the articles completely from scratch, as most states' Secretary of State web sites contain pre-printed articles of organization forms that your LLC can complete in a relatively short amount of time. Some examples include California, Florida, and Ohio.

Articles of Organization: Filing and Fees

Once your new LLC's articles of organization are written and signed, they are ready for filing with your state's Secretary of State office (or similar state agency that handles business registration). In all states, the filing of the articles of organization requires the payment of a corresponding filing fee, the specific amount of which varies depending upon the state of organization.

Have an Attorney Help You File Your Articles of Incorporation

Writing and filing your new LLC's articles of organization is a key step on your business's path to success. To ensure that your new business complies with your state's legal requirements at all steps in the LLC formation process -- and give your business the best opportunity to succeed -- consider speaking with a local business organizations attorney.