How to File Articles of Organization for an LLC
Articles of organization tell the government basic information about your business and are essential to forming an LLC.
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Nerdy takeaways
- Filing articles of organization is a necessary step in the process of forming an LLC.
- The paperwork is light and straightforward, requiring only basic information about your business.
- You may complete and file the articles yourself, or enlist the help of an online legal service or lawyer to file on your behalf.
- You’ll need to pay a filing fee of anywhere between $40 and $300, depending on the state you do business in.
To form a limited liability company (LLC), you must file articles of organization with the state where you do business. But there are also important items to check off your to-do list before and after filing. Articles of organization, also called articles of formation, are just one step in the journey to forming your LLC.
Learn more about articles of organization, how and when to file and what other steps you need to take to establish your LLC.
What’s included in the articles of organization
Articles of organization are short formation documents, typically no more than a couple pages long. The details required in the form vary by state. But you often need to provide the following information:
- LLC name and address.
- The purpose of the LLC. You may have to provide a brief description of your product or service. Some states allow you to choose a generic “for all legal purposes” description.
- Effective date that you will start the LLC. This can be a future date, though usually not more than a few months from the date you file. If you don’t provide a start date, the effective date will be the day the state accepts your filing.
- Name and address of the registered agent. This agent must have a physical in-state address. They must also be available to accept mail during regular business hours.
- Name and signature of the organizer. This is the person filing the articles of organization. They may or may not be an owner in the business.
Depending on the state, you may also need to provide names and addresses of the LLC’s members (or the LLC’s manager if you have a manager-managed LLC).
Some states have a separate form for professional LLCs. If your state doesn’t have one, then you’ll need to indicate whether your company belongs in this category on your articles of organization.
Before filing your articles of organization
There are a couple of steps to take before filing your articles of organization to prepare for LLC ownership.
1. Choose your LLC’s name
First, you’ll need to choose a name for your LLC. Naming requirements may include the following:
- Must end with a designation of “LLC,” “L.L.C.” or “Limited Liability Company.”
- Can’t include words that are reserved for certain regulated industries (e.g., “insurance” or “bank”).
- Must be unique from other LLCs operating in the state.
Most states have databases that allow you to search for available business names. You can also find available names by using online directories such as Yelp and the Yellow Pages along with the Better Business Bureau.
Once you have a name that you like, you can confirm its availability with your state’s business filing agency. In exchange for a fee, you can even reserve a business name for a period of 30 to 120 days.
2. Appoint a registered agent
A registered agent (or resident agent) is a person or entity that accepts official mail and legal papers on behalf of your company. You’re required to identify your registered agent when you file your articles of organization. This gives the public an easy way to contact your business for official matters.
If you have a physical address in the state where your business operates, you can name yourself or a co-owner of the company as your registered agent. If you have a business attorney, you can opt to appoint them as your registered agent. Online legal services, such as Rocket Lawyer or LegalZoom, also provide registered agent services for an annual fee.
Once formed, your LLC must maintain a registered agent and notify the state of any change in the agent’s identity or address.
How to file your LLC articles of organization
Once you choose your LLC’s name, appoint your registered agent and comply with local licensing laws, you’re all set to file your articles of organization. Follow these steps:
1. Contact your state’s secretary of state or business filing agency
You can contact your secretary of state or business filing agency either by going to the office, calling or visiting its website. It can tell you the necessary information and requirements for filing articles of organization in your state, including filing fees.
2. Submit your articles of organization
Your secretary of state’s office or website will give you information on how you can file. Online filing is a common and fast way to go. You can also file through a legal services website or by mailing in a paper form.
3. Pay the LLC formation filing fee
The price to file your articles of organization will vary based on your location. Typically, this cost falls anywhere between $40 (Kentucky) and $300 (Texas). Some states charge a filing fee per member. In the case of Tennessee, the filing fee is $50, but the state will charge you a minimum filing fee of $300 (even if you only have one or two members) and a maximum fee of $3,000.
4. Receive a certificate of formation
After submitting, you will get a certificate of formation back from the state, along with a copy of your articles of organization. Your state will keep the original on file.
5. Publish notice of formation, if required
Arizona, Nebraska and New York require published notice of your LLC’s formation in a local newspaper. In some cases, you also need to provide proof that you have done this to complete your LLC formation.
Most states will process your LLC articles of organization within one to two weeks if you file online. Mail-in filings can take significantly longer. But many states offer expedited processing for an additional fee. If any information that you provide in your articles of organization changes, follow your state’s procedures for amending your articles.
After filing your articles of organization
After filing your articles of organization, there are a few specific things you need to take care of to maintain your LLC in good standing.
1. Create an LLC operating agreement
An LLC operating agreement is not required by any state. But it provides the organizational and structural blueprint for your new LLC and is therefore a vital step in the formation process.
Your operating agreement contains information about the rights and responsibilities of each business owner, the amount of money or assets each owner has contributed and voting and buy-out procedures.
An operating agreement is a legal contract that you’re obligated to follow, so it’s best to have the help of a lawyer in drafting it. If you don’t have the budget for a lawyer, you can use an online service like Rocket Lawyer. Distribute a copy of your LLC operating agreement to each owner. Store the original along with your certificate of formation and other official papers.
2. Apply for an EIN if you need one
All multi-member LLCs and LLCs with employees need an employer identification number (EIN) for federal tax filing purposes. Only single-member LLCs with no employees that are taxed as disregarded entities are OK without an EIN. Applying for an EIN is free and takes just moments on the IRS’s website.
3. Separate your business finances
One of the main benefits you get from establishing an LLC is personal liability protection for all members. If your business is sued or owes a debt, your company assets are on the line rather than your personal ones.But your personal assets are safe only if you take steps to separate your business and personal finances. The best way to do that is by opening a business bank account and business credit card that you use only for business purposes.
4. Comply with annual filing requirements
Take some time to learn about your state's rules for LLC reporting and tax filing. Many states require LLCs to file an annual report and pay an annual tax or fee. The report typically contains information about your LLC’s income, business activities and members. For federal tax purposes, most LLCs are pass-through entities. This means that members report their share of the LLC’s income and losses on their personal tax return. Despite this, some states levy a tax on LLCs, along with a fee based on the LLC's income.
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