What are the essentials for making my LLC’s Articles of Organization?
Articles of Organization are a collection of foundational legal documents that establish the existence of your business as a Limited Liability Company (LLC). Some states use a different name for the document that collects this information, such as a Certificate of Formation. No matter what state you’re in, you generally cannot form an LLC without drawing up an organizing document and submitting a filing fee to the state where the LLC is being formed.
A business’s Articles of Organization sets out several basic elements. Before you begin making yours, prepare the following information:
- The name of your LLC: Before deciding on a name, check your state’s naming rules for compliance.
- The address of your LLC: This is the address of your LLC’s principal office, or, in other words, the physical address where your LLC conducts most if not all of its business.
- Your LLC’s business purpose: Your LLC’s purpose statement is a brief description of the primary activities it conducts.
- The LLC’s effective date: If you don’t want your LLC to become effective immediately upon filing, you can specify a different effective date.
- The LLC’s registered agent’s name and address: The LLC’s registered agent is an individual or business entity that has a physical address in the state that your entity is formed in. This ensures that your business can receive critical legal mail and documents, including lawsuits.
- The LLC organizer’s name and address: The organizer is the individual who files the Articles of Organization. It is not required that the organizer be an owner in the LLC.
How do I describe my business’s purpose in my Articles of Organization?
A business’s purpose is a brief description of your LLC’s primary activities or purpose.
When deciding on your purpose, start by thinking in very broad terms or consider reviewing your Business Plan. The statement could describe the products or services you provide or hope to be able to offer. In some states, you may be able to keep this very general, even drafting something short that simply states that the LLC exists for all legal purposes within the state where it's been formed.
The broader the description you provide, the more leeway your LLC may have to participate in or conduct a wide range of business activities without having to amend its Articles of Organization down the road.
Keep in mind that an LLC's primary business activities are typically governed by an LLC Operating Agreement, which lays out the company's internal rules and management.
How important is an LLC Operating Agreement?
An LLC Operating Agreement is an internal document that details a company’s rules and management, including its voting procedures, profit distribution system, and more. If you have members, you might outline each member’s title, role, and duties in relation to the LLC’s operations. An Operating Agreement is not required by all states, however, there are many advantages to having one in place when you form your LLC.
Do I file my Articles of Organization with the state?
Yes, you file your Articles of Organization in the state where you intend for your LLC to conduct business. This may or may not be the state where you live.
After filing a copy of your LLC’s Articles of Organization with the state, it is best practice to retain copies for yourself, any other members or owners in your LLC, any managers within the LLC, and the LLC’s registered agent. Lastly, financial institutions with which your LLC has a bank account or wishes to apply for a loan or line of credit may require a copy of your business’ Articles of Organization as well.
Where can I get a copy of my LLC’s Articles of Organization?
Once you have filed your LLC’s Articles of Organization, it is housed with the state’s agency responsible for business registration. In most states, this is the office of the Secretary of State. Many states publish business’s formation documents online as well. If you are not able to download a copy from your state, you may be required to make a written request to obtain a copy of your Articles of Organization.
Your Articles of Organization serve as proof of your LLC’s existence as a legitimate business recognized by the state. You may be required to provide a copy of your LLC’s Articles of Organization when applying for a bank account, loan, or line of credit for the business. You may also have to provide a copy when applying for licenses or permits, entering into agreements with other parties, or if your LLC becomes involved in any legal proceedings.
If you have more questions about making Articles of Organization for your LLC, reach out to a Rocket Lawyer network attorney for affordable legal advice.
This article contains general legal information and does not contain legal advice. Rocket Lawyer is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.