All U.S. states have a required formation document for an LLC. Some states call this document a different name from "Articles of Organization:"
Certificate of Formation: Alabama, Delaware, Maine, Mississippi, New Hampshire, New Jersey, Texas, Washington
Certificate of Organization: Connecticut, Idaho, Iowa, Massachusetts, Pennsylvania, Utah.
The specific documents for each state may have a different name and each state may require different information, but the result is the same in each state.
The Process of Filing LLC Organizing Documents
Step 1. Visit Your State's Secretary of State Website
Find the information on the website that describes the requirements for the articles of organization. Some states include a sample while others provide an itemized list of the items you will need to include.
- Check out the LLC articles of organization form.
- See if the state allows online filing of this form.
- Check the filing cost. Filing cost can be anywhere between $50 and $200, depending on the state.
Step 2.Gather theInformation You Need for Filing
Before you fill out the form, collect the information that you will need. For example, information concerning the LLC and its owners (called "members"). Other information will include:
- The name of the LLC. Most states require that you use the term "LLC" or some variation of this designation in the name.
- The address of the LLC. A street address may be required rather than a PO Box.
- The registered agent. A registered agent must be designated for the company. The Registered Agent is the person responsible for sending and receiving official paperwork for your business. The registered agent just passes the paperwork on to your business for you to handle. You can find the names of registered agents who will perform this service by searching on the terms "registered agent [state name]."
- The effective start date of the LLC. If a start date is not designated, the date of filing and acceptance will apply. Check with your state for any effective date requirements if you prefer a date before or after the filing date.
Some additional information you may need to provide:
- The name of each organizer. An organizer is someone who acts to form an LLC. The organizers may or may not be owners (members).
- Restricted professional companies (if the LLC is going to provide specific professional services, you will need to designate the profession. For example, it might be chiropractic, dentistry, law, medicine, optometry, public accounting, psychology, or veterinary medicine.
Step 3. Prepare to Answer Questions Concerning Your LLC's Organization and Purpose
There will be additional information that your state will require before you can complete your application. This information can include organizational and operational details. For example:
- You may need to describe the purpose for the LLC. For example, in Florida a Professional LLC must enter a single specific professional purpose, like "the practice of law, accounting services, etc."
- Who will be managing the LLC - the members or a paid manager? Some states have an optional requirement to name the perform who is designated to perform the management functions of the LLC as a manager.
- Some states will require you to list the names and addresses of the company's initial members.
Step 4. Complete the Form
Fill in the form and, once it is complete, either mail it along with a check for the specified amount to the secretary of state or submit the form electronically, depending on the state requirements explained on the website.
Don't forget to sign the form. It must be signed by an authorized representative of the company.
More About the Articles of Organization
Make sure you have included the terms "LLC" or "Limited Liability Company" in the name of the company, and place a comma before the term. For example, Betty's Bakery, LLC. Most states require this designation.
Don't use the terms "Incorporated" or "Inc." for an LLC. An LLC is not a corporation.
You do not need to register your business name if you are filing articles of organization. The registration of the LLC also serves to register your business name.
If possible, use a business checking account for the check. Your business will seem more legitimate. Some banks may not give you an account until you file the articles of organization, but most will.
Most states will give you a fillable PDF form to use for the application. Be sure you save the form or at least take a screenshot so you do not have to re-create it.
A few states require you to publish the articles of incorporation. New York, for example, requires that the LLC must publish a copy of the articles of organization or a notice related to the formation of the LLC. Publishing must be in two newspapers within 120 days after the effective date of the articles.
Final Step: Create an LLC Operating Agreement
An LLC operating agreement is similar to the bylaws of a corporation. It regulates the affairs of the LLC, how it's managed, how assets are used and how revenues are shared. it's a document that guides the management and describes the rights and responsibilities of members. The operating agreement overrides any default rules of your state, so it's important to have this agreement to describe exactly how you want your LLC to operate.
Before you leave your state's business division, check to see the requirements for the annual registration of a business. Most states require an annual or biennial report - with a fee - to keep the business active. Georgia, for example, says that the purpose of annual registration is to provide a current record of the business management structure, correct mailing address, and registered agent's name and address.
Do I Need an Attorney for Articles of Organization?
You can complete and file the articles of organization yourself, but consider this: Each state has default regulations for certain parts of an LLC's articles of organization. These default rules may not be what you want for your business. The terms of your operating agreement override any default state provisions, protecting the wishes of you and your fellow LLC members.
If you want to get it right, get an attorney who is licensed to practice in your state to help you prepare your LLC articles of organization.