The Nuts and Bolts of Articles of Organization

Articles of organization serve the same purpose for a limited liability company (LLC) as articles of incorporation do for a corporation. Contrary to popular belief, LLCs are not technically corporations (since they do not incorporate), although they offer many of the same legal protections as a corporations.

Like corporations, LLCs are creatures of state laws. Filing articles of organizations is similar to filing articles of incorporation, in that both are filed with the Secretary of State of whichever jurisdiction the business is being organized under. Articles of organization are generally simpler than articles of incorporation, and may be as short as a single page.

Mandatory information usually includes:

  • Name and Purpose: Most states require a designation like “LLC” in the name to show that the company is a limited liability company. The stated purpose can be as generic as “any legal purpose” or it can be more specific. The more generic it is, however, the more flexibility the LLC typically has.
  • Duration: An LLC can have a perpetual or specified duration. Most LLCs elect to have perpetual duration.
  • Principal Place of Business: I.e. company headquarters
  • Registered Agent: The person who is legally designated to receive communications on behalf of the LLC. In single-member LLCs, the registered agent is often the same person as the member.
  • Management: The LLC can be member-managed (all the members share responsibility for running the LLC) or manager-managed (the members appoint a manager – which might be another LLC – to run the LLC).

If you are planning to start an LLC and need help drafting your articles of organization, contact us today!