Articles of organization are an important part of a form that makes a business official. It lays out basic information about your LLC, including the company’s name, the purpose of the business, who makes decisions on the company’s behalf, and property distribution. This article provides useful information about articles of organization, including their purpose, why you need them, how to create and file them, and whether you need professional help or not. To discover more, read on.
What is the purpose of the articles of organization?
Also known as a certificate of formation or certificate of organization, articles of organization, together with an operating agreement, are legal documents that control how the business is operated. Without these legal documents, it can be difficult to do any business. And what’s more? LLCs that don’t have articles of organization end up paying more taxes since they aren’t set up well.
The purpose of the articles of organization is to transfer the liability of partners to the LLC’s legal entity after its establishment. It also sets out basic details like duties, obligations, and powers of your LLC at a state level. Every state has unique requirements in terms of what’s needed, but the most common details include the following:
- Name of the LLC,
- Purpose/description of the LLC,
- LLC’s address,
- Address and name of the registered agent,
- The LLC starting date,
- Details about LLC officers, managers, and members,
- The nature of the business, which in most cases is stated as “engaging in any lawful activity,” allows flexibility.
Do I need articles of organization for an LLC?
Articles of organization are vital for an LLC. This legal document inaugurates your business’s existence and contains important information. An LLC has a lawful entity, different from its owners. It can sue and be sued, take on debt, sign contracts, create bank accounts, and own assets. Operating a business as an LLC comes with many benefits. For instance, owners/members are granted limited obligations and aren’t held personally responsible for the company’s debts and actions. Additionally, LLCs benefit from tax flexibility that isn’t available to other business types.
However, an LLC doesn’t lawfully exist until the owners file articles of organization which the state must approve. The articles of organization offer LLC’s existence public record, its contact information, and its name. Also, they provide information about where to send legal notices and lawsuits involving the business.
How do I write articles of organization?
You can start by visiting the website of your state to learn more about the requirements. In most cases, you’ll need to visit the Secretary of State’s official website to find information, and you’ll have to pay a minimum fee which varies from one state to another. Many states have editable forms, and the filing process is completely online. Here are the details you’ll have to write on the articles of organization form.
- Business name: Ensure no one else is using your business name before filling out the form. Many states have search tools on their websites to help you check the business name availability.
- Mailing address: You’ll have to provide a mailing address if your address is different from where your business is located.
- LLC duration: An LLC can be indefinite or perpetual. An indefinite LLC needs to have a compulsory dissolution date that must be mentioned in the articles of organization. On the other hand, a perpetual LLC exists continually without an expiration date until it’s dissolved.
- Registered agent details: A registered agent is a person who receives all legal documents on the company’s behalf. You must list the name and address of the registered agent.
- Business purpose: You need to list a wider purpose of the business to avoid limiting its operation.
- Members’ names: You’ll have to list the names of all members with their addresses.
- Effective date: You may provide an effective date if you do not want the establishment of your LLC to take effect immediately.
How to file articles of organization?
To start filing your articles of organization, you need to have your company’s information on hand. With that in mind, here are the steps you need to accomplish:
- Access the website of your Secretary of State.
- Collect information, including registered agent, address, LLC name, and others.
- Answer all the questions available, which are usually about members, officers, managers, and purpose.
- Submit your form, which is the last step. Be sure to double-check all details before submitting the form to ensure everything is correct.
- After filing, you’ll still need to obtain an employer identification number (EIN), create a bank account and obtain a business license. An operating agreement is not a requirement for many LLCs but we can suggest you have one.
What forms do I need to file articles of organization?
The forms you need vary from one state to another. Some states require other forms like an initial list of managing members or managers and a docketing statement. Always check with the state where your business will operate to see if you need to fill out additional forms apart from the common ones.
Do I need professional help to file articles of organization?
You can file and complete your LLC’s articles of organization yourself, and most states provide an online platform that allows you to file on your mobile or desktop device. But keep in mind that every state features unique default regulations for some parts of the articles of organization. If you want to ensure that your articles of organization say what you want to protect every member’s wishes, you’ll need to look for professional help.
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