Articles of Organization

You must file formal articles of organization with your state (usually with the Secretary of State) and pay a filing fee in order to form an LLC. The filing fee generally ranges between $70 and $200 depending on the state, but certain states have higher fees (e.g., Illinois ($500), Massachusetts ($500), and Texas ($300)). See the State Law: Forming an LLC section for details on state filing fees.

The articles function like the constitution for the LLC. Ordinarily, the document is short and simple, and you can prepare your own in a few minutes by filling in the form provided by your state's filing office or preparing your own based on a sample. Generally, all of the members may prepare and sign the articles, or they can appoint one person to do so. Each state has its own required version of this document, so the precise requirements may vary. Below is a list of some of the most common information required by the states:

  • Company Name: You must set forth the name of the LLC, which must distinguish it from other companies and identify it as a limited liability company. For more on naming requirements, see the state pages on forming an LLC.
  • Name and Address of Registered Agent: Most states require the name and address (not a P.O. Box) of the LLC's registered agent in the state of formation. The purpose of the registered agent is to provide a legal address for service of process in the event of a lawsuit. The registered agent is also where the state government sends official documents required each year for tax and legal purposes. If your LLC organizes in the same state where you do business, a member or employee of the LLC can usually serve as the registered agent. If your LLC organizes in a state other than where it does business, then you will have to hire a registered agent in the state of organization. You can find and hire registered agent service companies online, and frequently they can answer questions and provide other assistance with the formation process.
  • Legal Address of the Company: Some states require that you include the address of the LLC's principal office (whether or not that address is inside or outside the state of organization). This is distinct from the address of the registered agent discussed above, although in some circumstances this address could be the same (i.e., when a member or employee is serving as the registered agent).
  • Business Purpose: Some states require a statement about the LLC's "business purpose." Most states allow a general clause stating that the company is formed to engage in "all lawful business." It is a good idea to use this general language to avoid constraining your business activities in the future should the business move in unanticipated directions.
  • Names and Addresses of Initial Members: Most states require the articles to list the name and addresses of the initial members (i.e., owners), especially if the business will be managed by its members.
  • Name and Address of the LLC's Organizer: Most states require the articles to list the name and address of the person filing the articles. A signature will be required as well.
  • Desired Management Structure: You should state whether the LLC is to be managed by its members in a de-centralized fashion ("member-managed") or by some designated group of "managers" (who may or may not be members as well) in a centralized fashion ("manager-managed"). Most state forms have a box relating to this issue on their prepared form.
  • Duration of the Firm and Whether the Members Can Continue the LLC After a Member Dissociates: Many states require that the duration of the firm be specified in the articles of organization. You also may want to include a statement indicating whether the LLC can continue after a member withdraws from the business.

You can find the required forms and sample articles of organization for the fifteen most populous U.S. states and the District of Columbia in the state pages on forming an LLC.

If you want to amend the articles of organization, you can do so by filing articles of amendment with the same official to whom you submitted the original. Usually there is a prepared form.


Subject Area: