Articles of organization

What articles of organization are

Articles of organization are the document that creates an LLC. Once the state's filing office accepts and files them, the LLC exists as a company separate from its owners, and the filing joins the state's public record. Eight states call the same document a certificate of formation and eight a certificate of organization; it does the same job under every name.

What the form asks for

The form is short. Most states ask for:

• the LLC's name, with an ending the state accepts, such as LLC or Limited Liability Company (naming rules);
• the registered agent who will receive legal papers for the LLC, and the agent's street address in the state;
• a principal office or mailing address;
• the name and signature of the organizer, the person filing it, who doesn't have to be an owner.

Some states also ask whether the members or appointed managers will run the LLC, what its purpose is, or for a later effective date. The owners' own rules go in the operating agreement, which isn't filed.

Each state's document and fee

Fees from each office's own fee schedule as our research recorded them; "unconfirmed" marks a fee we couldn't match on a current official page. Each state's name opens its full guide to forming an LLC there, with the form, the steps and the first year's costs.

Newspaper notice in three states

Filing the articles isn't the last step in Arizona, Nebraska and New York: each requires a notice in a newspaper after the LLC is formed.

• Arizona: Within 60 days after the Commission files the Articles of Organization, a notice of the filing must be published in a newspaper of general circulation in the county of the statutory agent's street address for three consecutive publications (an affidavit of publication may be filed). Exception: if the statutory agent's street address is in a county with population over 800,000 (Maricopa or Pima), the Commission publishes the notice on its own website/database instead. Do not publish until the Commission approves the Articles.
• Nebraska: Notice of organization (and of amendments, mergers, conversions or domestications) must be published for three successive weeks in a legal newspaper of general circulation near the LLC's designated office; the notice shows the information required in the certificate of organization. Proof of publication is filed with the Secretary of State (the SOS fee schedule lists “Affidavit/Proof of Publication” at $25 online / $30 in-office). Acts are validated if notice is later published and proof filed.
• New York: Within 120 days after the Articles of Organization become effective, a copy of the articles or a notice of their substance must be published once a week for six successive weeks in two newspapers (one weekly, one daily) in the county of the LLC's office, designated by that county's clerk. A Certificate of Publication with the newspapers' affidavits of publication must then be filed with the Department of State ($50). Failure to publish and file within 120 days suspends the LLC's authority to carry on business until it complies.

Articles of organization vs operating agreement

The articles are public, filed once with the state, and say little: the name, the agent, an address. The operating agreement is private, kept by the members, and says how the LLC is run, how profits are split and what happens when a member leaves or dies. Without one, the state's LLC law fills the gaps with its default rules. Our free operating agreement is built for each state's law. A corporation files articles of incorporation instead, and adopts bylaws in place of an operating agreement.

After the state files them

• Get the LLC's EIN from the IRS, free: how to get an EIN.
• Sign the operating agreement with every member.
• Note when the first annual report is due, and any state tax.
• Register for state taxes and the licenses your business needs: business licenses by state.