In this post, I explain everything you need to know about articles of organization including what it is, what you need in order to file your articles of organizations, and how and what you can change them if need be.

What Are Articles of Organization?

What Are Articles of Organization?

 

The Articles of Organization is essentially a public document and outlines the important details of your business. It is a perquisite to establishing your LLC as a registered entity in your state of formation.

It is the document that creates the limited liability company and sometimes known as the Certificate of Organization, Certificate of Formation, Operating Agreement, LLC Agreement and LLC Partnership Agreement in certain states.

Why Articles of Organization are Important for an LLC?

The articles of organization are important for a few reasons, the main one being that it officially creates your LLC when filed. The purpose of filing the articles of organization is to organize the company legally and formally.

All LLCs must file them with the chosen state in order to be recognized as a legal entity, regardless of whether the LLC consists of one single member or several members. They establish your business at the state level. The articles of organization will also enact the powers, rights, liabilities, duties and other obligations between the members of an LLC.

What’s Included in Articles of Organization

The articles of organization will give an outline of the basic details about the LLC business. Once they have been filed with the state, it means that your LLC is officially formed!

It is important to highlight that both the LLC’s formation and existence is governed by state laws. Therefore, the information of what should be included in the articles of organization differ depending on the state. 

Nonetheless, the basic information is generally the same when filing the documents, and those include:

How to File Your Articles of Organization

Go to the state’s Secretary of State website.

In some states, the name of the office for business filings or the document name may be different. The act that creates the LLC is the filing of articles of organization with the secretary of state.

Answer or fill in all of the required sections.

States have official forms that must be used for the submission of the articles of organization for an LLC. We recommend to always check the website of the Secretary of State’s office of your choosing to determine whether you need to use a specific form when preparing the articles.

Each owner of the LLC must provide their signature.

It is normal that States require at least one organizer of the LLC to sign and date the articles of organization. However, if your LLC is member-managed, it is likely that all the initial members of the LLC will need to sign the articles.

Pay the required filing fee.

The one-time fee when filing the articles of organization for the first time vary from state to state. After that, there may be an annual or bi-annual fee depending on your state of formation. This ongoing mandatory fee keeps your business in compliance.

Send the Articles of Organization to the applicable Secretary of State

This is primarily done in person. But nowadays there are a few states that allow for e-filing or mailing the documents.

Articles of Organization vs Operating Agreement | What is the Difference?

Both of them are documents relating to the formation of the LLC. Articles of organization is a document filed with the state’s Secretary of State of your choosing when registering for an LLC. It formally creates the LLC.

Meanwhile, an operating agreement is the document containing the relationships between LLC’s members and the company. They will look to this document when they need to resolve issues or disputes within.

All fifty states allow for LLCs to adopt an operating agreement, giving it full force and effect. The operating agreement is not registered with the state, unlike the articles of organization.

quote

The operating agreement is one of the most important documents for your LLC. In reality, it is an internal agreement between members on the handling of daily operations, dispute resolution, which also governs the management and operation of the company and can describe the economic and business arrangement of LLC members.

This document provides the LLC with the capability to govern their business the way the members prefer instead of state rules that would serve as default in case there is not an operating agreement in place.

David Jonhson

CEO

By keeping an operating agreement, members can refer back to a clear set of rules that they have already agreed to. It can help reduce arguments and disagreements.

That being said, all members are required to sign it because it is only enforced against parties to the agreement.

There are some general topics that all LLC Operating Agreements should address:

A few of the important differences between articles of organization and operating agreements are that, while the operating agreement is undoubtedly important to the company and its daily success and does not need to be registered, the articles of organization bring the LLC into legal and formal existence after its filing with the state, and there is no reliance on it for the LLC’s management and operation.

Articles of Incorporation vs Articles of Organization | What is the difference?

Articles of incorporation (sometimes called certificate of incorporation) are also different from an articles of organization. While there is no need to highlight the importance and requirements of the articles of organization, the articles of incorporation are important to legally establish the corporation in a particular state, along with identifying its business information.

They are close in function and form to the operating agreements, since they hold akin information about the LLC, like its name, company purpose, business owner names, issuance of stock, how it will operate, the management, dispute resolution and more.

However, and this is important, much like the articles of organization, the Secretary of State must also have articles of incorporation on file. When your LLC’s articles of incorporation are approved, they register the business as a separate legal and tax-paying entity apart from the company’s owners.

Is It Possible To Change My Articles Of Organization? If So, How?

After the original articles of organization have been filed, it is important to remember that there are certain events that could ensue an amendment to them. Then yes, it possible to change them.

It is indeed very common to do so, since the business may grow and evolve from what once was their original conception. It is a simple process and amendments, as well as corrections, can easily be filed along with the appropriate filing fee.

In most states, you can obtain a form to file a change at the Secretary of State’s Office or other corporate division. There are certain types of changes that are commonly filed for amendments.

Furthermore, the information you are allowed to change is the same, whether you choose to restate or file an amendment to your LLC’s articles. 

There are different reasons of when it is appropriate to file an amendment for your articles of organization including:

However, take note of what cannot be changed in your articles of organization, which are:

It is very important to note that the name/number of the specific form that you need to submit to change your articles of organization are different from state to state.

How Is The Approval Process For Changes To The LLC’s Articles of Organization?

General FAQ

Frequently Asked Questions

Your queries guide us towards providing better solutions. Here are answers to some of the frequently asked questions

It is possible to find a copy on the Department or Secretary of State website for the state under which your company has been filed.  Once you find your state’s link, enter your company name and entity type to find the document.

Yes, the articles of organization is public record.  Some business owners choose to use a registered agent service so that their private information is not made public.

Restated articles of organization are a modified version of the original document you filed to form the LLC.

Generally, the articles of organization are filed with the Secretary of State’s office in the state in which the new LLC is formed. On each of the state’s website you will find the necessary forms in order to file them and which fees to pay, since they vary from state to state.

If initial directors are named in the articles of organization, they are knows as the “incorporators” and so, they have to sign the document in the presence of a notary public.

If you have a perpetual LLC, they will not expire. However, if you choose an indefinite LLC, it will expire eventually in a specific event or date decided by you when filing the articles of organization. Additionally, the LLC Itself may end up being dissolved for a number of different reasons.

The articles of organization is not a business license. It is the document that when properly filed, makes your LLC an official business entity with the state.

The articles of organization is filed in your chosen state where the LLC will be registered and primarily operated in. On the other hand, an operating agreement is the document that members of the LLC look to when issues of various nature arise from within the company.

Articles of organization are also referred to as a Certificate of Formation, Operating Agreement, LLC Agreement and LLC Partnership Agreement in certain states.

  1. Name and address of the registered agent
  2. Principal place of doing business
  3. Name of the company
  4. Purpose of your business

Yes. When forming an LLC, you are required to file the articles of organization with a state government agency. After the document is filed and approved by the state, the new entity is legally created as a registered business within the state.