When forming a limited liability company (LLC), you are required to file a document called the “articles of organization” with a state or local government agency. The articles of organization act as a charter and set forth certain basic information about the business. After the document is filed and approved by the state, the new entity is legally created as a registered business within the state.
Generally, the articles of organization are filed with the Secretary of State’s office in the state in which the LLC is formed. Some states, however, such as Florida, Arizona and New Jersey, require the form to be filed with a different state government agency. You may be able to find government-provided forms you can use on the Secretary of State’s website. Furthermore, some states may use an alternate name for the document, such as “certificate of formation” or “certificate of organization.”
Although the exact filing requirements differ from state to state, certain information must be included regardless of which state you’re in. Here’s the information you must include in your articles of organization.
Company Name
First, you should run a business entity search in your state for the name you want to use. You can check to see if it’s available or if another company has already registered that name. The name must end with an LLC designator, such as “Limited Liability Company,” “LLC” or “L.L.C.” There are also certain words that some states do not allow in an LLC’s name, including “bank,” “trust” and “insurance.”
Statement of Purpose
You must state the purpose of the LLC. Most states do not require a specific statement of purpose. Rather, a general statement of purpose, such as “to engage in any lawful business for profit,” is usually acceptable. This also leaves the door open for future business opportunities that you may not have anticipated at the time of formation.
Duration
If the LLC will not last perpetually, you can state the specific time period for which the LLC will be in operation. However, most LLCs elect a perpetual duration. Many states do not require you to include a specific duration, and some will even assume a perpetual duration if none is provided.
Principal Place of Business
This refers to the main location or headquarters of the business. It’s usually the address where the company’s management works and it’s books and records are kept. If you run a business from your home, you can list your home office as your principal place of business. In order to qualify for the home office deduction, part of your home must be used exclusively and regularly for a trade or business, and you must have no other fixed location where you conduct business activities.
Registered Agent
You must list the name and address of your LLC’s registered agent. A registered agent receives important tax and legal documents on behalf of the LLC. You need a registered agent in each state the LLC is registered to conduct business and the agent must be located within that state. The registered agent can be an LLC member, an outside individual or a state-approved registered-agent company.
Management
Most states require you to indicate whether the LLC will be member-managed or manager-managed. Most LLCs are member-managed, where all of the members share responsibility for running the business. In a manager-managed LLC, the members appoint a manager or a group of managers to handle the company’s daily operations. The manager-managed structure is useful in situations where there are too many members to efficiently manage the business, or when there are some members who would prefer to be passive investors.
Instructions for Filling Out the Template
This LLC articles of organization template can be downloaded and used to form an LLC. It must be customized to include the organization’s specific information. Follow the instructions provided in bold type and enter the requested information in the highlighted fields. Once you’ve entered all of the information, make sure all of the instructions and highlighted fields are deleted. You will need to sign the document before it is filed with the state.
Conclusion
Creating your LLC’s articles of organization is one of the first steps, but it’s an important one. Make sure you’ve checked your state’s exact filing requirements and that you’ve included all the necessary information in your articles of organization. If you need help, you can consult an attorney in your jurisdiction or an experienced entrepreneur who is knowledgeable about the process.
