Articles of Organization

A document required to be filed with an appropriate state or local government agency, in order to establish legal recognition of a LIMITED LIABILITY COMPANY (LLC). Articles of organization closely parallel articles of incorporation needed for legal creation and recognition of corporations.

Limited liability companies and corporations are creatures of statute. They do not exist, in the eyes of the law, until articles of organization or incorporation have been properly filed and accepted by the designated governmental agency—commonly the office of the SECRETARY OF STATE. A business owner is free to set up a LLC in any state; however, the state chosen becomes the state of domicile for such purposes as jurisdiction, employee and withholding taxes, and required annual filings.

Prior to filing articles of organization, a business owner must check with the state in which the articles will be filed to determine the availability of the chosen name for the new business entity. Most states do not require a specific format for the articles of organization. All states, however, do require specific minimum information to be contained within the articles. The required information includes the name of the new entity; the business form (e.g., LLC); a statement of general purpose; the name and address of an agent for SERVICE OF PROCESS; the form(s) of ownership interest (e.g., equitable and non-equitable ownership, voting and nonvoting ownership, and other forms of ownership having different preferences, limitations, rights, or duties); and the name(s) of initial owner(s) and manager(s). Standard forms are available in many states, which need to be completed and filed along with the corresponding administrative fee.