Where are Articles of Organization Filed?

What is the purpose of Articles of Organization? 

When a person or group of people decide to start an LLC, one of the goals is to establish a business that is legally separate from their own identity. This separation is what provides protection from liability, lawsuits, and other financial obligations.

Provides asset separation

When an LLC is properly formed, small business owners don’t have to worry about their personal assets being used to cover business expenses. Articles of Organization are meant to clearly separate the business from its owners.

Serves as an initial step in setting up a business

In some states, Articles of Organization go by different names, like a Certificate of Formation or Certificate of Organization. Regardless of the terminology, the document must be completed and filed through the appropriate state office before LLC formation is official. Once it’s filed, you can take other important steps, like obtaining an employer identification number and a business bank account.

Gives the state accurate information

Articles of Organization are meant to provide additional information about your business to the state, like the business type, business name, location, and who the point of contact is for the company, also known as a registered agent.

Unlike LLC operating agreements and partnership agreements, the Articles of Organization do not go into detail about the daily operations of your company or who can make management decisions. Instead, it gives the state updated business information, including a contact person, should the state need to reach out to the business. Officials may need to send tax notices, for example, or contact the agent for service of process, which is done when a company is sued.

How to file for Articles of Organization 

The exact process of filing for Articles of Organization will differ depending on your state. The same basic steps should apply no matter where you are. 

Before you can file official documentation, you need to choose a business name.

Most states require the name to include “LLC” or “Limited Liability Company.” It must also be a unique name within your state, so you can conduct a name search on the state’s business directory to make sure the name you want to use has not been taken. If you do not submit your Articles of Organization with an acceptable name, it can be rejected.

In most states, the Secretary of State’s office is responsible for business formation and related activities. A few states have a different registered office, like the Division of Corporations, to handle business registrations.

You can visit your state’s website to access the Articles of Organization form that you can fill out and submit electronically.

There’s usually a filing fee, which varies by state.

While you can likely mail in an application, submitting it online is the fastest option.

 In order to fill out the form, you need to provide information about your business. Each state may require slightly different pieces of information, but most will include the same basics. Be sure you can fill out things like: 

In addition to basic information like an address, you will need to submit operational and organizational details about your business. These are not as in-depth as they would be in an operating agreement, but you should know the general structure of your business before submitting the forms. Be sure you are prepared to describe the following: 

Once you have completed all the necessary fields, you will need to have your Articles of Organization formally submitted to the right department and approved. Most states let you submit online but will have the option of mailing or faxing in the documents. Before you send it off, be sure you have signed the document and completed all necessary fields to avoid rejection. 

If your Articles of Organization are approved, you should receive a Certificate of Formation from the state along with a copy of your documents. They will keep the original application on file as well. This process typically takes one to two weeks, though there is often a fee you can pay for an expedited process.

Before this can be sent to you, some states like Arizona and New York require you to publish notice of the LLC’s formation in a local newspaper. You may have to provide proof that this was done to the state. Be sure to check your state’s guidelines for additional requirements like this. 

Cost for Articles of Organization

Each state will set its own filing fee for Articles of Organization, but most will fall in the range of $50 to $200 for a traditional LLC. In some cases, the cost will differ depending on if you apply online or by mail as well.

Articles of Organization only need to be filed one time in order to establish an LLC as a formal business with the state. While there are other recurring fees associated with operating an LLC, no further costs apply to the formation of the business. If an amendment is needed to the Articles of Organization in the future, this may require a new filing fee or a separate amendment fee through the state.

Who needs Articles of Organization?

Articles of Organization are typically required for an LLC. They are similar to Articles of Incorporation, which a corporation must file, but more specific to the limited liability company structure. All states require an LLC to file this document. 

Other structures, like partnerships, limited liability partnerships, and sole proprietorships, will have requirements from the state that do not include Articles of Organization. Some states will also restrict the type of business that can form an LLC. For example, California does not allow accountants, massage therapists, or chiropractors to form LLCs, so they will need to use a different business structure and submit the relevant paperwork.

What happens after I file my Articles of Organization?

Once you complete your Articles of Organization and receive a Certificate of Formation, your LLC is formally recognized as a business by the state. However, there are still other steps you may need to take to formally operate your business. Many of these processes require your business to be recognized as an LLC, so they should come after you have completed your Articles of Organization. 

Obtain an Employer Identification Number 

The IRS requires all LLCs to have an EIN, or employer identification number, that serves as a unique identifier for tax filing purposes. This is similar to a Social Security Number for individuals but applies to businesses. You may also hear an EIN called a federal employer identification number or federal tax identification number.

You can apply for an EIN online and receive one instantly. This number will usually be required in order to obtain a business license, open a business bank account, or onboard any employees.

Create an operating agreement 

Most states do not require LLCs to file an operating agreement, but it is recommended that any business have one. An operating agreement outlines the functional and financial decisions your organization will need to make and who will make them. It can also address regulations, rules, and other provisions.

Operating agreements can be drafted by an attorney or on your own. There are also many free templates available online that can help with creating this document.

Open a business bank account 

With a formal LLC designation, you can open an LLC bank account specifically for your company. Having a separate account lets you easily separate business and personal expenses, which can eliminate uncertainty and speed up tax filing.

Make sure you are licensed 

Each state will have different requirements for licensing, but most will require at least one license for you to fully operate a business. The most common version of this is a permit that allows you to collect and remit sales tax. Some locations and industries may also require further licensing, so it is important to check your state, county, and local laws to be sure you have the appropriate licenses to begin doing business.

File your annual reports 

To ensure you remain compliant with any state laws and requirements, an LLC needs to file an annual report. This ensures the business is in good standing and preserves limited liability protection and other benefits.