Articles of Organization

Definition: The state filing that creates a limited liability company.

Articles of Organization are the document that creates an LLC. Once the state accepts the filing, the LLC exists as a separate legal entity and appears in the state business search with a filing date and an entity ID.

What the form usually asks for

  • The LLC name, including an ending such as "LLC" or "Limited Liability Company"
  • The registered agent and registered office in the state
  • A principal office or mailing address
  • Whether the LLC is member-managed or manager-managed (in some states)
  • An organizer signature

Same document, different titles

Some states call this filing a Certificate of Formation (Delaware, Texas, New Jersey) or a Certificate of Organization (Massachusetts, Pennsylvania, Connecticut). The legal effect is the same. Fees range from $35 in Colorado and Montana to $500 in Massachusetts; compare every state in the fee directory.

The internal rules of the LLC do not go in the Articles. Those belong in the operating agreement, which is usually not filed with the state.

Articles of Organization questions

How do I find the articles of organization for an LLC?

Open the LLC in its home state business search and look for the filing history. Many states show the original filing as a free image; others sell plain or certified copies.

Do articles of organization list the owners?

Usually not. Most states ask only for the name, registered agent and address, and sometimes the organizer or managers. Ownership is set in the operating agreement.

Sources

  1. SBA, Register your business
  2. California Form LLC-1 information

Data Updated Recently