Articles of Organization: Meaning, Requirement & Steps to File

What are Articles of Organization?

Articles of organization are formal legal documents used to organize a limited liability corporation (LLC) at the state level. The documents are also used to establish the rights, powers, responsibilities, liabilities, and other obligations of each member of an LLC, as well as between the LLC and its members. The state also requires firms to pay a fee when they submit articles of incorporation. Articles of organization, also referred to as a “certificate of organization” or “certificate of formation,” are akin to articles of incorporation. Each state has its own set of regulations and procedures for articles of incorporation. There are forms available in almost every state, and some even go by various names for the articles. For instance, an LLC is formed in Texas using a document known as a “Certificate of Formation.” Articles of organization filing facilitate the effective establishment of single-person and/or multi-member businesses.

Key Takeaways

• The articles of organization are used to form a limited liability corporation (LLC) at the state level.
• The articles of organization can also help outline the rights, powers, responsibilities, liabilities, and other obligations of each member of an LLC in the bylaws.
• The filing requirements for articles of incorporation may differ significantly from state to state.
• Articles of organization may be known as “articles of association” in nations other than the United States.

Information Required for Filing Articles of Organization

Basic details such as the company’s name and address, the names and addresses of LLC members, managers, organizers, and directors, the name of the registered agent for the business, and a mission statement are typically required for all articles of organization filings. Examples of the information needed includes:

• Name and address of the LLC (primary place of business).
• The LLC’s business model, which may be more generally defined as “to engage in any lawful activity,” provides more flexibility.
• The registered agent of the LLC, whose name and address are provided, is the person who is permitted to accept legal document delivery on the LLC’s behalf.
• The names of LLC members, managers, and directors.
• Duration of LLC might be either permanent or indefinite. Perpetual LLCs remain without expiration unless they are dissolved. An indefinite limited liability company has a mandatory dissolution date, which must be specified in the articles of establishment.

The articles of incorporation are evaluated by the filing state’s company registrar or secretary of state. Once approved, the articles of organization establish the legal basis for creating an LLC as a recognized business entity, with the LLC being governed by the laws of the state where it was established. Essentially, the articles of organization act as a constitution for the LLC.

Steps to File Articles of Organization

There are four main phases to filing articles of incorporation:

Step 1: Check out the Secretary of State’s Website

You will need to go to state’s website. There are instructions on how to file the form for the articles of organization, if you can file online, and how much it costs to file. You may be required to comply with extra information put forth specifically for your state.

Step 2: Compiling Your Data

As was said above, get all the information you could need in advance to make the process of filling out the form as easy as possible. Ensure that you have the registered agent, address, and name of the LLC.

Step 3: Respond to Inquiries

The questions you must answer throughout the filing process may vary depending on the state in which you file. As previously stated, ensure that you have access to all relevant data. The goal of your LLC, the management or group members of the LLC, and details about the members may all be questioned.

Step 4: Send in the Form

The form submission is the final step. Either online or via physical mail, depending on the state, this will be completed. Verify everything one more time before submitting the response.

Conclusion

In conclusion, filing articles of organization is a crucial step in establishing a limited liability company (LLC). By following a structured process outlined by the Secretary of State, individuals can navigate the requirements specific to their state and submit the necessary information accurately. From compiling essential data to responding to inquiries and ultimately submitting the form, attention to detail is paramount. Once authorized, the articles of organization serve as the legal foundation for the LLC, outlining its structure, purpose, and management. With careful preparation and adherence to state regulations, individuals can successfully formalize their business entity and begin operating under the protection and framework provided by the law.

Articles of Organization- FAQs

Do businesses require an Article of Organization?

Every state requires you to have an article of organization if you intend to form an LLC. Your LLC’s fundamental details will be outlined in an article of organization that is submitted to the Secretary of State’s office. On the Secretary of State’s website, there will be a form that you may fill out with the specific criteria for each state.

Is it possible that articles from organizations get rejected?

Yes, the article of organization may be rejected by your state for a variety of reasons, such as incomplete papers, erroneous registration documentation, failure to pay the filing fee, unavailability of a business name, and an invalid registered office.

What happens once I submit my articles of organization?

After you submit the articles, the state agency will review them. If everything checks out, it will issue a certificate of formation. You can use this document to obtain an IRS Employer Identification Number and establish an LLC bank account. You’ll also have to draft an LLC operating agreement. This is a document outlining your company’s activities, designations, rights, and asset contributions.

How can I revise my articles of organization?

Each state has a unique procedure for changing articles of organization. In general, you’ll need to fill out and submit a form to fix mistakes, update your address, or change your registered agent or member/manager information.

Where can you submit an article of organization?

Usually, the article of organization is filed with the secretary of state in the state where the LLC is formed. This can be done in person; however, some states enable you to file the document online. All costs can be paid with a credit or debit card.

Reference:

• New York State Department of State

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