How To Write and File the Articles of Organization for Your LLC

Starting a small business is an exciting journey, and choosing the right business structure is a crucial step. Many small-business owners opt for a limited liability company, or LLC, because it offers liability protection for personal assets. This is unlike sole proprietorships or partnerships. One key step in forming an LLC is writing and filing the articles of organization.

This guide provides a step-by-step approach to help you through this process. Understanding these formation documents, from the business name to the Internal Revenue Service (IRS) requirements, is essential for setting up your LLC.

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What Are the Articles of Organization?

Your limited liability company's articles of organization act as a charter to establish the existence of your LLC in your state. They set forth certain basic information about the new business. The articles of organization are sometimes called a certificate of formation or certificate of organization. This is a critical document for establishing your LLC.

You will file your articles of organization as a single document with the secretary of state's office (or similar state agency that handles business registration). The document describes the fundamental identifying and operating characteristics of the LLC. It outlines basic information about your business, such as the business name, type of business, and the names of the LLC owners.

Filing this document ensures your business gains legal recognition and enjoys liability protection. Once filed and approved by the state, the articles of organization create the LLC as a registered business entity within the state.

What Do the Articles of Organization include?

The articles of organization contain essential details about your LLC. Most states require that an LLC's articles of organization include:

• Your new LLC's name and address (principal place of business)
• The nature of the LLC's business (usually stated in broad language such as "to engage in any lawful activity" to avoid limiting the LLC's business prospects)
• Name and address of your LLC's registered agent, who will accept delivery of certain legal documents (including lawsuits) on behalf of your LLC. Some states may allow you to name the secretary of state's office as your LLC's registered agent.
• Names of manager(s) and members of the LLC, if known at the time of filing

Each state's requirements for what the articles of organization should include vary. It's important to know your state's specific requirements when filing.

How To Write and File Articles of Organization

Here is a step-by-step guide on how to write and file the articles of organization for your LLC:

• Choose a Business Name: Your LLC's name should be unique and adhere to your state's naming requirements. Additionally, you will state on the articles of organization whether your LLC will use a DBA (doing business as) name.
• Select a Registered Agent: Appoint a registered agent who will handle legal documents, like service of process, for your LLC.
• Determine Your LLC's Management Structure: Decide if your LLC will be member-managed or manager-managed.
• Fill Out the Articles of Organization Form: Get the form from your secretary of state's office or other filing office. This often is available online. Use a template, if available, for guidance.
• Include all Required Information: Provide the necessary information. This includes the business name, registered agent details, type of business, and business purpose.
• File the Form With the State: Submit your articles of organization and filing fee to your state's filing office.

Once you have filed the articles of organization and the state approves them, your LLC is a legal entity. This formal recognition:

• Provides the foundation for your liability protection
• Permits the opening of a business bank account
• Enables the LLC to engage in business activities under its name

What To Do After Filing Your Articles of Organization

After filing your articles of organization, your journey as an LLC owner is just beginning. Ensure you receive formal confirmation from the state that your LLC is recognized. Then, get an employer identification number (EIN) from the IRS. This is crucial for tax purposes and opening a business bank account.

It's also important to draft and finalize your LLC operating agreement. This governs your LLC's operations and outlines its members' rights and responsibilities. Next, apply for any required business licenses or permits specific to your type of business and location. Establishing a separate business bank account and credit card for your LLC is crucial to maintaining liability protection by keeping personal and business finances distinct.

Keep in mind that you must be compliant with state laws. Ensure you complete any required annual reports and tax returns as required. Finally, consider setting up a bookkeeping system and exploring options for business credit to manage finances from the start.

Amending Your Articles of Organization

Your LLC might see changes, like a new business address or a change in management structure. To update this information, you'll need to file an amendment to your articles of organization. This process typically involves completing a form provided by your state and paying a filing fee. Regularly reviewing and updating these documents is important to keep your business compliant with state laws.

Help Filing Your Articles of Organization

Writing and filing your new LLC's articles of organization is a key step on your business's path to success. To ensure that your new business complies with your state's legal requirements at all steps in the LLC formation process — and give your business the best opportunity to succeed — consider using a reputable DIY business formation service or speaking with a local business organization attorney.