LLC Articles of Incorporation or Organization: A Complete Guide

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Navigating the intricate world of business formation can be a daunting endeavor, but one pivotal step stands out for those looking to establish an LLC: the Articles of Incorporation or Organization. Often shrouded in legal jargon and specificities, these documents serve as the foundation upon which your LLC is built.

Our comprehensive guide aims to demystify the process, offering clear insights and actionable steps to ensure your business starts on solid ground. Dive in and discover the essentials of crafting and filing this cornerstone document, setting your entrepreneurial journey on the right path.

Quick Answers

Articles of incorporation or organization legally establish your company and allow you to gain important benefits like liability protection. While the process differs between states, these articles provide the framework to get your LLC up and running.

This comprehensive guide will walk through everything you need to know about LLC articles of incorporation or organization. We’ll cover:

  • What articles of incorporation are
  • The difference between articles of incorporation and organization
  • What information you need to include
  • How to properly file the paperwork
  • Steps to take after submitting your articles
  • State-by-state requirements

Whether you’re starting the filing process or simply looking to better understand it, use this as your go-to resource on LLC articles of incorporation and organization.

A Thorough Breakdown of LLC Articles of Incorporation and Organization

Before legally forming your company, you need to file paperwork known as articles of incorporation or organization. This document provides state governments details about your LLC, including its name, members, purpose, and more.

Though similar in function, articles of incorporation are meant for corporations while articles of organization establish an LLC. Depending on your state, the terms may sometimes be used interchangeably.

Either document allows you to gain benefits like liability protection and tax efficiencies. They also make your business “official” in the eyes of the state.

Without properly filing articles of incorporation or organization, you won’t be able to take advantage of all an LLC offers. In short, they provide the legal framework for your company to operate.

What Should Be Included in Your LLC Articles?

While specific requirements vary, most states will want you to disclose basic information about your LLC in the articles of incorporation/organization, such as:

  • LLC name: The official name you choose for your company. You’ll likely need to include a designation like “LLC” or “Limited Liability Company.”
  • LLC purpose: A brief description of your intended business activities. For example, “consulting services.”
  • Physical address: The street address of your LLC’s principal place of business. This can’t be a P.O. Box in some states.
  • Registered agent: The name and address of the individual designated to receive important legal documents on your LLC’s behalf.
  • LLC members and managers: The names and addresses of your initial members and anyone also filling a management role.
  • Effective date: When you want the LLC to take effect. This is usually your filing date or a future date specified in the articles.

As long as you include the basic information unique to your LLC, the filing process should go smoothly. Having an attorney review your articles of incorporation/organization can also help catch any errors or omissions.

4 Steps for Successfully Filing Your Articles

You’ll take the following steps when putting together your LLC articles of incorporation or organization:

  1. Visit your Secretary of State’s website for filing guidelines and any required forms. Make note of fees too.
  2. Gather details about your LLC’s name, registered agent, members, physical address, etc.
  3. Fill out any additional paperwork as needed, like a statement on your LLC’s management structure.
  4. Submit your completed articles and pay fees by mail or electronically based on your state’s instructions.

That covers the basics, but requirements still vary quite a bit state-by-state. We’ll break those down shortly. For now, let’s look at important next steps once your LLC articles are approved.

5 Must-Do’s After Your Articles of Incorporation/Organization Are Filed

Receiving approval of your articles means your LLC is now an official legal entity. But plenty of work remains to get up and running:

  • Obtain an EIN from the IRS for identification and tax purposes
  • Draft an operating agreement to outline internal processes and rules
  • Open a dedicated business bank account to keep finances separate
  • Apply for any required licenses based on your location and industry
  • Stay on top of annual report filings to maintain active status

Check your state’s rules closely for any other actions needed after submitting your articles of incorporation/organization. With the fundamentals covered, let’s examine how filing works across the country.

A State-by-State Guide to Filing Articles of Incorporation/Organization

While the articles of incorporation/organization process follows the same general steps everywhere, states have their own unique requirements when it comes to paperwork, fees, processing times, and more.

To make filing as seamless as possible, here’s a state-by-state summary of what you need to know:

StateNaming/DepartmentFee & OptionsProcessing Time/Notes
AlabamaNamed “certificate of formation”$200 by check, money order, card10-15 days
AlaskaSubmit to Corporations Section$25010-15 days
ArizonaFile with Corporate Commission$50, $35 expedited13-15 days
ArkansasCalled “certificate of organization”$50 paper, $45 onlineMust also file franchise tax form
CaliforniaSecretary of State filingNo fee, $15 handling5 business days
ColoradoOnline Secretary of State filing$50Checklist provided
Connecticut“Certificate of organization”$1206 weeks
Delaware“Certificate of formation”$90, expedited options
District of ColumbiaDepartment of Consumer and Regulatory Affairs$22015 business days
FloridaDivision of Corporations filing$125 (includes registered agent)2-14 days
GeorgiaSecretary of State submission$100, $10 extra paper15 days max, expedited available
HawaiiDepartment of Commerce and Consumer Affairs$50, $25 expedited3-5 business days
IdahoSecretary of State filing$100, expedited additional7-10 days
IllinoisSecretary of State paper/online filing$150, $100 expedited10 days
IndianaSecretary of State Business Services$90Varies by submission method
IowaSecretary of State filing$50 online or mailNo official state form
KansasSecretary of State paper/electronic$165 paper, $160 online2-3 days
KentuckySecretary of State submission$40Same day up to 3 days
LouisianaSecretary of State filing$100, expedited options1-7 days
MaineSecretary of State filing$175Expedited options available
MarylandDepartment of Assessments and Taxation$1004-6 weeks
MassachusettsSecretary of Commonwealth$5001-2 business days
MichiganCorporations Division filing$50, expedited optionsVaries based on selection
MinnesotaSecretary of State submission$155 online, $135 mail3-5 days
MississippiOnline Secretary of State filing$501-2 days
MissouriSecretary of State paper/online$105 paper, $50 onlineVaries by submission
MontanaSecretary of State filing$35
NebraskaSecretary of State submission$110 office, $100 online1-2 days
NevadaSecretary of State online/paper$75, expedited availableSame day often
New HampshireState Corporation Commission$100Must be typed on 8.5″ x 11″ paper
New JerseySecretary of State filing$1254 weeks
New MexicoSecretary of State submission$501-3 business days
New YorkDivision of Corporations filing$200Minutes via online filing
North CarolinaSecretary of State submission$1253-5 days
North DakotaSecretary of State filing$135Up to 4 weeks
OhioSecretary of State paper/electronic$993-7 business days
OklahomaSecretary of State filing$100Varies by submission
OregonSecretary of State online/paper$1006-8 weeks by mail
PennsylvaniaDepartment of State filing$125Up to 15 business days
Rhode IslandSecretary of State submission$150As fast as 2 days online
South CarolinaSecretary of State electronic/mail$11024 hours online, 2-3 days mail
South DakotaSecretary of State filing$165 paper, $150 online3-5 days
TennesseeSecretary of State submission$50/member, $300-$3,000Varies, faster online
TexasSecretary of State filing$300Varies significantly
UtahDepartment of Commerce filing$543-10 business days
VermontSecretary of State submission$125<1 day online, 7-10 days mail
VirginiaState Corporation Commission$100Faster online
WashingtonCorporations Commission filing$180, $50 expedited2 days online/expedited
West VirginiaSecretary of State submission$100 (waived if veteran-owned)5-10 days
WisconsinDepartment of Financial Institutions$175, $25 expedited5 days
WyomingSecretary of State filing$100Up to 15 business days

This summarizes the core differences in LLC articles of incorporation/organization from state to state. Be sure to consult your Secretary of State’s office for any other unique rules or regulations.

Frequently Asked Questions (FAQs)

Below are answers to some other common questions businesses have about drafting and submitting articles of incorporation/organization:

Do I need an attorney to file articles of incorporation/organization?

No, an attorney is not legally required, though they can provide helpful guidance on state rules and optimize your submission.

Do I need to register my business name when filing articles?

Usually not, as including your official LLC name in the articles serves to register it. But double check regulations in your state.

What forms do I need in addition to articles of incorporation/organization?

It depends on the state, but you may need to include a docketing statement or list of managers/members. Check requirements.

How do I write articles of incorporation/organization myself?

Most states provide standard fill-in-the-blank forms, making the process straightforward. Just focus on accuracy.

Are articles of incorporation/organization publicly accessible?

Yes, articles become part of public record when filed with a state. Avoid sharing sensitive information as a result.

What happens if my articles are rejected?

You can amend incorrect articles with an article of amendment outlining what information needs to be changed.

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