Articles of Organization

A limited liability company’s articles of organization is the formation document that legally creates the LLC. The business owner (or someone acting for the business owner) submits the signed articles of organization to the state agency that handles business filings—usually the secretary of state’s office. The filing officially starts the company’s existence as a separate entity. The LLC law of the state where the articles of organization is filed primarily governs the company.

Information in Articles of Organization

Articles of organization are usually straight-forward forms that provide basic information about the LLC. Most states have an articles-of-organization form published by the secretary of state (or equivalent office) that lists the company’s name, office address, registered agent information, and (in some cases) the LLC’s management structure (i.e., whether it is member-managed or manager-managed). An LLC’s articles of organization becomes an official record that provides notice of the information in the document to the general public.

Articles of Organization to Form a New LLC

An LLC’s articles of organization and its operating agreement are the principal governing documents (or organic documents) needed to properly form a new company. The articles of organization is a relatively simple form that begins the LLC’s existence. The operating agreement is a more intricate, customized business document that sets the terms of the LLC’s internal affairs, management, operations, and financial structure.

Articles of Organization in an LLC Domestication

In addition to forming an entirely new company, articles of organization may also be created as part of the LLC domestication process (or LLC conversion process) that transfers an existing LLC to a new state. States that authorize LLC domestications often require an articles of organization to accompany the articles of domestication (also called certificate of conversion or articles of conversion) an LLC files when transferring into the state.

States That Require LLC Articles of Organization

All states have an LLC formation document that begins an LLC’s legal existence—though not every state calls the formation document the same thing. The following states use the name articles of organization for the formation document that creates an LLC:

• Alaska;
• Arizona;
• Arkansas;
• California;
• Colorado;
• District of Columbia;
• Florida;
• Georgia;
• Hawaii;
• Illinois;
• Indiana;
• Kansas;
• Kentucky;
• Louisiana;
• Maryland;
• Michigan;
• Minnesota;
• Missouri;
• Montana;
• Nevada;
• New York;
• North Carolina;
• North Dakota;
• Ohio;
• Oklahoma;
• Oregon;
• Rhode Island;
• South Carolina;
• South Dakota;
• Tennessee;
• Vermont;
• Virginia;
• West Virginia;
• Wisconsin;
• Wyoming.

Articles of organization is the most common title for a state’s formation document. Other states use the names certificate of formation or certificate of organization.