Articles of Organization: United States

The articles of organization are a legal document that establishes a limited liability company (LLC) by outlining key details such as the LLC's name, registered agent, management structure, and signatures of the organizer(s). Once approved by the secretary of state, the articles of organization legally form the LLC as a registered business entity. The document ensures compliance with state requirements and establishes the rights, duties, and protections afforded to LLC members and managers according to state statute, such as limitation of liability. Standard templates are available from most secretaries of state to simplify filing.

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Articles of Organization: United States

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Articles of organization

The articles of organization are a document similar to the articles of incorporation, outlining the initial
statements required to form a limited liability company (LLC) in many U.S. states. Some states refer to
articles of organization as a certificate of organization or a certificate of formation.[1] Once filed and
approved by the Secretary of State, or other company registrar, the articles of organization legally create the
LLC as a registered business entity within the state.

For terms of similar meaning in other countries, see Articles of association.

United States
The articles of organization outline the governance of an LLC along with the operating agreement and the
corporate statutes in the state where articles of organization are filed.

The articles of organization document typically includes the name of the LLC, the type of legal structure
(e.g. limited liability company, professional limited liability company, series LLC), the registered agent,
whether the LLC is managed by members or managers, the effective date, the duration (perpetual by
default in most states), and the names and signatures of the organizer(s). It is the Articles of Organization
that establishes the power, rights, liabilities, duties, and other important obligations of LLC members. This
document also establishes the obligations between LLC members.[2]

Most secretaries of state provide fill-in-the-blank PDF templates to file with the state. Some people use the
services of an attorney to draft articles of organization. Articles must be drafted to meet the state
requirements to form a LLC.

The state fee to file articles of organization to form a traditional LLC range from $40 - $500.[3]

Regardless of what the Articles promulgate, the LLC is bound by the specific state laws that it is formed
under. A common misconception is that LLCs formed by improper articles of organization do not have the
limitation of liability protection allowed by the state. If the state statute allows for limitation of the members'
and managers' liability, the said members and managers are covered under that protection regardless of
what articles of organization state.[4]

See also
Articles of association
Operating agreement
Registered agent

References
1. "LLC filing forms all 50 states" (https://www.llcuniversity.com/llc-filing-forms-by-state/).
LLCUniversity.com.
2. "How to File Articles of Organization for an LLC" (https://businessentity.org/learning-center/a
rticles-of-organization-llc/). BusinesEntity.
3. "Entity formation fees" (https://www.harborcompliance.com/information/entity-formation-
fees). Harbor Compliance.
4. "Limited liability company guide" (https://govitru.com/limited-liability-company/). Wednesday,
1 December 2021

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