Where are Articles of Organization Filed?
Each state has slightly different rules when it comes to starting your own business, but there are some steps that apply no matter where you are. One of which is filing formation paperwork, known as Articles of Organization. Articles of Organization are filled out and filed when forming a limited liability company.
These formal legal documents establish your company with the state and are typically filed with the Secretary of State, though some states have a different government agency that is responsible for the process. The exact steps to file LLC Articles of Organization will vary by state, but their importance is true no matter where you are located.
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.
Name your LLC
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.
Visit the Secretary of State website
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.
Gather your information
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:
- LLC name: You need an available name chosen for your business before filing your Articles of Organization. Be sure to check the state’s directory to ensure your chosen name is not already in use.
- LLC address: The physical mailing address associated with your business should be included. Some states require the address to be an actual street address and not a P.O. Box, but you can check the state’s website for these requirements.
- Registered agent: You will have to designate a person or professional service to act as a registered agent. This agent is responsible for receiving legal paperwork for your business, including service of process notices, government correspondence, and compliance-related documents. You can act as your own registered agent, use another person you know, or use a paid service.
Define your business
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:
- LLC purpose: The professional purpose of your business may be required. This can be a simple answer like accounting services, restaurants, or law practice.
- LLC manager: You should designate whether a single manager or group of managers are responsible for the business.
- LLC members: Some states will ask for information about the initial members of an LLC, like names and basic contact information. There is no maximum amount of members permitted in an LLC, so you can include anyone who fits the description.
Submit your form
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.
Receive your Certificate of Formation
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.
Can I file for Articles of Organization without an attorney?
You do not need an attorney in order to file for Articles of Organization. The forms can be obtained online and generally require only basic information. However, some people choose to use an attorney to help navigate other rules and regulations involved in forming an LLC.
Are Articles of Organization the same as a business license?
No, Articles of Organization are not a business license. They formalize your LLC with the state, which is a prerequisite to gaining any necessary permits and licenses. However, the process of obtaining these licenses is separate and happens after you have formed your LLC.
Are Articles of Organization on public record?
States do publish Articles of Organization as public records. The information required should generally be information that is public anyway but be sure not to include anything that could be confidential or sensitive in nature. Some states also require you to publish an announcement in local newspapers to publicize the formation of your LLC.
Can I change my Articles of Organization later?
Most states allow you to change your Articles of Organization later by filing an amendment. This would most commonly be used to change things like your address, registered agent, or other contact information. Some changes could require you to file new Articles of Organization for a separate LLC.
How much does it cost to file Articles of Organization?
The fee to file an Articles of Organization application varies by state but usually ranges from $50 to $200. Additional fees may apply if you choose to expedite the process or apply by mail. Some states also require additional applications in order to form an LLC, like one-time taxes or registration fees.
Does a corporation need to file Articles of Organization?
Corporations file Articles of Incorporation, which require different information than Articles of Organization. Both documents are similar and are the first step in forming an organization, but it is important to choose the right forms for the business structure you are planning to use.
Can filers submit Articles of Incorporation online?
Most states allow you to complete and submit your Articles of Incorporation online. You can opt to mail them in, though this usually takes longer or may involve an additional fee for processing. Some states may allow faxing, though this is less common now. The Secretary of State’s website for your state should provide detailed instructions and available options.
Do Articles of Organizations need to be notarized?
In some states, you will need to have Articles of Organization notarized before you can submit them. Your individual state’s laws will be spelled out on the website where you find the form. If notarization is required, you can find any notary to perform the task once you have completed the forms.
Will my Articles of Organization expire?
Articles of Organization do not expire for the life of your business. As long as your LLC is operational and in good standing, you will not need to re-do the application or documentation. You may need to update them with new contact information or a name change over time. If your LLC is dissolved, it will nullify the Articles of Organization.
Do I need an operating agreement and Articles of Organization?
Articles of Organization are not the same as an operating agreement. They are legal documents required by the state in order to form your LLC, while operating agreements outline the structure and processes of your business. Operating agreements are for your own reference and can vary greatly for each company.
How long after filing Articles of Organization can I start operating?
The average turnaround time for Articles of Organization to be approved is one to two weeks, though you can usually pay a fee to expedite this process. Filing your documents does not mean your business is established, so you must wait to receive a Certificate of Formation before engaging in business activity.
Can my Articles of Organization be rejected?
A state can reject Articles of Organization and ask for them to be resubmitted for a number of reasons. This can happen if the information is missing or illegible, the name does not meet requirements, fees are omitted, or other statutory requirements are not met. You can resubmit the documents but may need to pay a filing fee again.
Where can I find my Articles of Organization?
If you misplace your copy of your Articles of Organization, the department where you filed them will maintain a copy. They are public records, so you should be able to use a business entity search to find the documents. Some states may charge a small fee to obtain a full copy of the documentation.