What is Articles of Organization

Denise E
Denise E
Senior Financial Editor & Contributor
Last Updated: April 15, 2021
Date Published: March 10, 2021

The Articles of Organization are perhaps one of the most important parts of forming your business.

Once accepted, the Articles of Organization are what officially registers your Limited Liability Company and locks in your business name.

In this article we are going to learn all about Articles of Organization and how to successfully file them to create your business entity.

What is Articles of Organization?

In simple terms, the Articles of Organization are what outline the basic details about your company.

You could even say they are like your companies birth certificate.

The Articles of organization are sometimes confused with operating agreement but they are not the same thing.

An LLC Operating Agreement is not legally binding and are not a mandatory requirement for most states.

Articles of Organization are part of a formal legal document used to establish a limited liability company (LLC) at the state level.

The LLC articles are used to create the rights, powers, duties, liabilities, and other obligations between each member of an LLC and also between the LLC and its members.

The formation document is most often referred to as the “articles of organization” but can sometimes be referred to as “certificate of formation” or “certificate of organization.”

This document along with the payment of your state filing fee are what officially create your LLC.

What information is included in the Articles of Organization?

Although all articles of organization generally require the same basic information, requirements may vary slightly from state to state.

Along with the certificates, you will need to provide the following information:

  • Full names, addresses, and contact information for all founding members of the LLC.
  • Business name
  • Address of the LLC – if your business has multiple addresses, you will need to choose one that will be your official mailing address.
  • Length of time the company has been in business or has existed
  • Registered agent information (learn more about registered agent here).
  • Description of company‘s business
  • Information about the new LLC – mission statement and explanation of purpose

Once created, the documents can be sent in via mail or online.

Once in a while, Articles of Organization can be rejected but this is almost always because there is an issue with the name chosen.

Every state has their own requirements for choosing a business name, but in general, they follow these guidelines:

  • Name must include “LLC” “L.L.C.” or the phrase “limited liability corporation
  • The name cannot include words that could interfere or be confused with a government agency such as FBI, CIA, Treasury, etc.
  • Certain words such as “bank” or “attorney” may require approval and additional paperwork.

Keep that in mind when choosing a business name so that you don’t risk your Articles of Organization being rejected.

If you already formed your LLC in another state and are now expanding to a different state, then you will be completing an “Application to Register” rather than an Articles of Organization.

You are going to be registering an existing LLC as a “foregin LLC” or foreign limited liability company.

Articles of Organization by State

Articles of organization are filed with a state government, but many counties and cities also have their own business licensing and zoning requirements.

Each LLC entity must meet the specific requirements for the area in which it will do business.

Some industries, most notably food service and child care, are more heavily regulated than others.

Many states will provide a “file-in-the-blank” form for filling out and filing articles.

Each state has its own state filing fee which you can lookup by state here.

Can you Change Your Articles of Organization?

The answer is yes, you can change your company‘s articles of organization.

This is called a Restated articles of organization which is simply a modified version of the original.

Some reasons could be a mailing address or physical address update, change in registered agent or registered office, change in entity type, add or remove an llc member or business owner, or dissolution of the business,

Conclusion

Once your articles are filed and approved, they become a legal document and your business become a legal entity.

Your llc‘s articles are bound by the state laws under which they were formed.

If you need help forming your LLC or business entity and would like help with your Articles of Organization, there are formation service providers that can assist.

An LLC formation service will make sure everything gets filed properly and expediently and they will make sure that all of your annual maintenance deadlines are not missed.

LLC formation services specialize in just that, forming businesses.

They streamline the process for you and are there to answer questions, fix mistakes, and help with legal advice and needs.

Many of them even take care of your yearly maintenance and filings for you and offer registered agent service as well.

You can learn more about these formation services in our post here.

 

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  1. Forms.in.gov "Articles of Organization Dometic Limited Liability" Page 1. April 7, 2021