Articles of organization are official documents that you must file with your state to set up a limited liability company (LLC). Each state will have its own set of information requirements, though certain basic details are common. To help you file your LLC’s articles of organization with confidence, here’s a quick overview.
Key Points
• Articles of organization must be filed with the state to form an LLC.
• Include the LLC’s name, business address, member names, and registered agent details.
• State-specific requirements and fees are part of the filing process.
• Incomplete or incorrect information can cause delays in LLC approval.
• You can amend your LLC later through additional filings.
Definition and Purpose of Articles of Organization
The document you use to apply for an LLC designation for your business is known as the articles of organization. The Secretary of State typically supplies the necessary forms for your state. In some states, the office may be known by another name, such as Arizona’s Corporation Commission.
The form is often a single page, including just a handful of questions, though you are free to include additional details. You can even find a suitable online template to draw up your own document, as long as the pages you submit include all the required facts for your state.
The articles of organization that you file are the official basis of your LLC designation. Business owners who want to operate in multiple states as an LLC vs. a sole proprietorship must file articles of organization in each state where they plan to do business. This is known as foreign qualification.
Recommended: Small business loans
Key Components
Your state will ask for some identifying information when you file articles of organization for your LLC. Though each jurisdiction has its own list of questions, articles of organization typically require these details:
• The LLC’s name: Once you’ve chosen your LLC’s unique name, you’ll register it as part of the articles of organization. At the state level, you’re identifying it as a business entity name. The Small Business Administration also suggests protecting your LLC’s name via registering a trademark at the federal level, a “doing business as” (DBA), and a domain name for your business website address.
• The LLC’s business address: Your articles of organization should include a principal office address where official communications from the state can be sent.
• Member names: All of the owners of an LLC are considered members. These could be individuals or other business entities. If you’re the only owner of the company, depending on the state, you’ll be creating an LLC or a single-member LLC (SMLLC).
• Registered agent’s name and address: Your articles of organization will also include the name and address of your registered agent. The registered agent accepts documents and official correspondence on the LLC’s behalf. This role may be filled by a person or a company. Some states prohibit the LLC to act as its own registered agent — but even if your state allows it, some experts suggest that doing so could introduce privacy issues and other problems.
How Articles of Organization Differ from Operating Agreements
By filing articles of organization, you officially register with your state the formation of your LLC. It contains the basic outlines of your business entity, including company names, members, and contact information. The document is considered public record as soon as it’s filed. The official information is also relevant for the IRS, as choosing to form an LLC gives you certain tax benefits along with reducing your personal liability.
Your operating agreement, in which you record additional rules for your LLC, is an internal document that describes how the company is to be run. It sets out all the details about ownership percentages, members’ duties and powers, distribution of profits and losses, and the like.
Many states don’t require that you file an operating agreement, but it’s important to create one — especially if your LLC has multiple owners. Spelling out the rules now can head off conflicts later, so many experts suggest hiring a professional to draw up the agreement. This may mean you have to loan money to your LLC to cover the cost.
Having an operating agreement in place can also be helpful if you apply for a startup loan later. Lenders considering your application will want to know the specifics of how your company works.
Recommended: Comparing LLC Business Loans
Filing Process for Articles of Organization
Once you have all of the information required for your articles of organization, it’s time to file the document with your state. Here’s what to expect at each step of the process.
1. Check your state requirements. Most LLCs are governed by the Secretary of State within your state. Visit the agency’s website to find out how to send in your articles of organization. There may be an online form you can fill out, a mailing address, or both.
2. Complete any prerequisites. Find out what else your state wants you to do in order to launch your LLC. For instance, you may need to reserve a business name in advance.
3. Pay a filing fee. Most states require you to pay a filing fee to form your LLC. This is considered a business expense, so you can pay from your business bank account if you already have one.
4. Sign and submit your articles of organization. After completing all the information required by the state, one member can sign and submit the articles. This can be done online or through the mail.
Within a few days, you should receive an approval from the state; it’s often faster if you apply online. Once approved, you can register for an employer identification number (EIN) with the IRS. Then you can open bank accounts for your LLC and set up a business line of credit.
State-Specific Requirements
States each have their own exact requirements for articles of organization for an LLC. The fees and forms will be different in every state, so it’s important to research how LLCs are formed in the areas where you intend to do business.
Also note that some states require a different structure for professional service firms. Instead of an LLC, you may need to form a professional limited liability corporation, or PLLC. Licensed professionals such as attorneys and dentists may fall under this category, depending on your state.
Common Mistakes to Avoid
Here are some common mistakes to avoid when filing your articles of organization with the state:
• Missing information: Applying online can help you avoid submitting your form with incomplete details and prevent illegible handwriting from slowing down your application.
• Issues with your LLC name: Your chosen name may be too similar to another LLC in the state, or be missing a word such as “LLC.” Many states have rules about disallowed words, too; ask about restrictions in your state. Finally, make sure you’ve written the LLC name consistently throughout your forms.
• No filing fee: Your articles of organization won’t be processed if you haven’t paid the state filing fee.
The Takeaway
Creating articles of organization for an LLC is an important step before you form your company. Research specific state regulations before filing to make sure you include all the necessary documents. Make membership and registered agent decisions in advance. As you file your articles of organization, consider creating an operating agreement for internal use at the same time.
If you’re seeking financing for your business, SoFi is here to support you. On SoFi’s marketplace, you can shop and compare financing options for your business in minutes.
FAQ
What information is typically required in LLC articles of organization?
You usually need to include your company name, a business address, names of all the members/owners, and the name and address of a registered agent who will accept official correspondence on behalf of the LLC.
How do you file articles of organization for an LLC?
Articles of organization for an LLC are filed with the state in which you choose to operate. Check the state’s secretary of state website for information and forms that you can either file online or send through the mail.
Can I make changes to my LLC’s articles of organization after filing?
Yes, you can make changes to your LLC’s articles of organization as long as you follow any related protocol in your operating agreement. You can make changes by submitting articles of amendment to your state; check with the filing office to learn what forms are available. You’ll also want to amend your operating agreement to accord with the new information.
Are LLC articles of organization the same as an operating agreement?
No, LLC articles of organization are different from an operating agreement. (Confusion can arise because operating agreements are sometimes called articles of operation.) Articles of organization are filed with the state to provide contact and ownership details of the LLC. An operating agreement is an internal document outlining things like profit sharing, member duties, and decision-making processes.
How long does it take for LLC articles of organization to be approved?
Approval times for LLC articles of organization depend on your state and also on the time of year. In some states, you can pay a fee to expedite the LLC’s approval. Overall, though, filing online is usually faster than sending your forms by mail. Also, the process may be slower if your articles of organization contain errors or are missing information.
Photo credit: iStock/GaudiLab
SoFi's marketplace is owned and operated by SoFi Lending Corp. See SoFi Lending Corp. licensing information below. Advertising Disclosures: SoFi receives compensation in the event you obtain a loan through SoFi’s marketplace. This affects whether a product or service is featured on this site and could affect the order of presentation. SoFi does not include all products and services in the market. All rates, terms, and conditions vary by provider.
This content is provided for informational and educational purposes only and should not be construed as financial advice.
Financial Tips & Strategies: The tips provided on this website are of a general nature and do not take into account your specific objectives, financial situation, and needs. You should always consider their appropriateness given your own circumstances.
SOSMB-Q424-103