LLC Articles of Organization: What They Are and How to File

What are articles of organization for an LLC?

Articles of organization, sometimes known as a certificate of organization or certificate of formation, is an important document that outlines basic details about your company, which is a legal entity. You must file this document with your state in order to officially establish a new business as an LLC. You can think of this as a birth certificate for your new business.

Depending on your Secretary of State's office, it can take a few business days or up to several weeks to get a response, but most states offer an expedited option. Once these articles are approved and filed, the limited liability company becomes a legal, registered business entity.

The Secretary of State will review the document, but there is a chance they may reject it. When it's not approved, it is usually due to issues with the LLC's suggested name, filing the wrong entity, or not following state-specific guidelines for filing.

You can usually fix incorrect articles of organization and resubmit them by filing an article of amendment, which details the specific changes to the information included in your article of organization.

What is the purpose of the articles of organization?

The purpose of this document is to establish details such as the powers, duties, and obligations of your LLC at a state government level.

Each state has different requirements for what's needed, but the most common information for a new business includes:

• LLC name
• Description/business purpose of the LLC
• LLC's business address
• Name and address of the registered (or statutory) agent. This agent will be available to accept delivery of important legal correspondence.
• Information about the LLC members, managers, and officers
• The date you'll start the LLC

Do you need articles of organization for an LLC?

Yes. If you are planning to start an LLC, you are required to file an article of organization with the Secretary of State and pay a filing fee—no matter what state you reside in.

Articles of incorporation vs. articles of organization

Articles of organization and articles of incorporation often get used interchangeably. Although they have the same purpose of outlining the details of your business, there is one key difference.

Articles of organization are for businesses interested in forming an LLC.

Articles of incorporation are for businesses interested in forming a corporation.

However, some states may use one name for all business structures or a different name. Make sure to check your state's rules to see if there are specific filing guidelines for separate business entities.

How to file articles of organization in 4 simple steps

To begin filing articles of organization, you'll need to have basic information about your new business on hand. Here is a basic breakdown of what you need to file for your LLC.

1. Visit your Secretary of State website

Your Secretary of State's website should outline the requirements for filing articles of organization. Information to look for includes:

• LLC articles of organization form
• Whether or not you can file the form online
• The filing cost (more on this later)
• Any follow-up filing instructions

2. Gather your information

Before filing, make sure to gather all of the basic information you'll need to file. Here is a list of some of the important information that most states will require you to have:

• LLC name. You need to have a name for your LLC. It's important that you check your state's business website to ensure the business name you want isn't already taken.
• LLC address. You'll need to provide the physical address of your LLC. In some states, an address for your principal place of business may be required rather than a P.O. Box. Your Secretary of State's website will help you understand the address requirements for your state.
• Start date. You'll need to provide an effective date. This is typically the day you file the articles of organization or the date your article or organization is approved. Your state will give direction on any specific effective date requirements if there are any.
• Registered agent. A registered agent is someone you designate to receive the legal paperwork for your business, like service of process notices, government correspondence, and compliance-related legal documents. This person must be available during working hours. You'll need to provide the name and address of your LLC's registered agent on your form.

3. Prepare additional information

Before you can complete your LLC's articles of organization application, your state will require you to submit additional information, such as operational and organizational details. Here are some examples of what your state may ask a business owner besides the same basic information you provided:

• LLC purpose. Some states may want you to state the business purpose of your LLC and outline business activities. For example, some LLCs must enter a single professional purpose when filing, like accounting services or law practice.
• LLC manager. Will a manager or group of members manage the LLC? This is something you need to be prepared to answer. Member-managed LLCs usually have fewer members and are involved in the day-to-day operations. Manager-managed LLCs sometimes have a larger number of members who aren't involved in day-to-day management.
• Members. In some states, you need to provide information about the initial members of the LLC, such as addresses and names. Additionally, there is no maximum amount of members to include in your list.

4. Submit the form

Once you provide the necessary information, you'll need to submit your LLC articles of organization for approval. Depending on how your state lets you file, you can either send your paperwork in the mail with a check payment or file it electronically.

Tip: Double-check and make sure your document is signed—it must be done by the authorized representative of the LLC.

If required: Publish a notice

Arizona, Nebraska, and New York require LLCs to publish a notice of formation in their local newspaper. Each state may have different publishing requirements, but your notice should typically include:

• Your LLC's name
• What county your LLC is in, and its business mailing address
• The LLC's business purpose
• The name of the LLC's registered agent
• Make sure to check your state's publishing guidelines because there may be an additional fee or specific requirements you'll need to meet. 

5 steps to take after filing

After you file your LLC articles of organization and they've been approved, there are some other legal documents and actions you should consider. Here are five things you'll want to make sure you complete after filing:

1. Get an EIN

An EIN, or an employer identification number, is a nine-digit number given to a company by the IRS for purposes of identification. An EIN is also known as a federal employer identification number or a federal tax identification number.

EINs are essentially Social Security numbers for your business and are usually required to open a business bank account, obtain a business license, or file a business tax return.

2. Create an LLC operating agreement

To ensure your LLC operates smoothly, you need to create an operating agreement. This agreement outlines your business' functional and financial decisions, including regulations, rules, and provisions. Agreements are important because they protect your business against personal and financial liabilities, trade secret sharing, and conflicts of interest.

You can take the help of an LLC operating agreement template or a professional agreement service provider to draft your agreement. For added assurance, consider partnering with a legal expert to ensure accuracy and prevent costly errors.

The operating agreement should outline things like member responsibilities and roles, member titles, and contributions.

3. Open a bank account

Now that you have an LLC designation, you can open an LLC business bank account. Utilizing a business account for your LLC is more manageable than using your personal one because all your business expenses can be found in one place. It's important to maintain a separation between your personal and business finances to protect your personal assets from liability.

Your business accounts should only be used for business so you can properly check your business' financial records.

Opening a business bank account for your LLC is also the first step toward establishing business credit.

4. Get a business license

Depending on the type of business you are opening and your state laws, you may need a business license. Required business licenses will ensure you comply with all state, county, and local laws. You'll need to reach out to your city's licensing authority to obtain an application, or it may also be available online.

5. File an annual report

In many states, you must file an annual report for your LLC with your state agency. Filing this report keeps your company compliant with all state agency regulations and in good standing to preserve your limited liability protection and other benefits. Liability protection means you are personally protected from the business's debts, for example.

Note: If you do business in more than one state, you may be required to file a report in each state.

Filing articles of organization by state

While most state laws require similar information when filing articles of organization, every state agency has its own filing requirements and different filing fees, processing times, and ways to submit. Here are some key state filing instructions to know before filing paperwork.

• Alabama: Articles of organization, referred to as a certificate of formation in Alabama, must be filed with the Alabama Secretary of State. There is a $200 filing fee that you can pay by check, money order, or credit card payment. You must mail two copies of the completed form and must include your name reservation certificate.
• Alaska: The document must be filed with the State of Alaska Corporations Section. There is a $250 fee, and it can take 10 to 15 days to process the application.
• Arizona: Articles of organization in Arizona must be filed with the Arizona Corporate Commission. There is a $50 fee, and it can take 13 to 15 days to process the application. If you'd like to expedite the processing time, there will be an additional $35 fee. After your articles are approved, you'll be required to publish a notice in the newspaper.
• Arkansas: A certificate of organization in Arkansas must be filed with the Arkansas Secretary of State. There is a $50 paper fee when mailing in the form, or you can fill out the online form for a $45 fee. You must also fill out and file the LLC corporate franchise tax form, which is included with the certificate of organization form.
• California: Articles in California must be filed with the California Secretary of State. There is no processing fee. However, there is a $15 handling fee for in-person submissions. Processing usually takes up to five business days. If you'd like a faster approval time, it is recommended to apply online, as they prioritize online submissions. You are still required to pay the annual $800 franchise tax fee.
• Colorado. Articles in Colorado must be filed with the Colorado Secretary of State online. There is a $50 fee. Colorado provides an LLC checklist to help you prepare what you need ahead of filing your articles of organization.
• Connecticut: Certificates of organization in Connecticut must be filed with the Connecticut Secretary of State. There is a $120 fee that you must submit when filing your form. Processing can take up to six weeks, but if you'd like your application reviewed sooner, you can pay an additional fee of $50.
• Delaware: A certificate of formation in Delaware must be filed with the Delaware Division of Corporations. You can either submit your form using its online document upload service or mail the request to their office. There is a $90 state fee. To speed up processing, you can also pay a $50 24-hour fee or a $100 same-day fee.
• District of Columbia: Articles of organization in the District of Columbia must be filed with the D.C. Department of Licensing and Consumer Protection. There is a processing fee of $220 and it can take up to 15 business days for approval. You file your form online, by mail, or in person. Walk-in filings will be charged an expedited fee of $100 for the one-day service.
• Florida: Articles of organization in Florida must be filed with the Florida Division of Corporations. There is a $125 processing fee, which includes the designation of the registered agent. The processing time in Florida is usually between two to 14 business days.
• Georgia: Articles in Georgia must be filed with the Georgia Secretary of State. You can submit your form online or by mail. There is a $100 fee when filing online and an extra $10 paper fee when submitting your application by mail or in person. Processing time can take up to 15 days, but you may pay an additional $100 fee for faster processing.
• Hawaii: Articles in Hawaii must be filed with the Hawaii Department of Commerce and Consumer Affairs Business Registration Division. The fee is $50, with an additional $25 if you'd like to expedite the filing process. Processing usually takes three to five business days or one day for expedited filing.
• Idaho: A certificate of organization in Idaho must be filed with the Idaho Secretary of State. There is a $100 fee with an additional $20 added on if you're submitting a non-electronic form. You can pay an additional $40 for expedited processing or $100 for same-day services. Processing time can take seven to 10 business days or more when filing by mail.
• Illinois: Certificates of organization in Illinois must be filed with the Illinois Secretary of State. There is a $150 fee and an additional $100 expedited fee if you need approval faster. Processing time can take up to 10 days.
• Indiana: Articles in Indiana must be filed with the Indiana Secretary of State Business Services Division using this form. There is a $90 fee, and processing times may vary depending on the method of submission.
• Iowa: Certificates of organizations in Iowa must be filed with the Iowa Secretary of State. There is no official form, but the state provides an overview of what's needed on the document. There is a $50 fee that can be paid when submitting your document online or by mail.
• Kansas: Articles in Kansas must be filed with the Kansas Secretary of State. There is a $165 fee for paper forms and a $160 fee when submitting your application online. Processing typically takes two to three business days but may be faster with online filing.
• Kentucky: Articles of organization in Kentucky must be filed with the Kentucky Secretary of State. There is a $40 fee, and documents are usually processed the same day but can take up to three business days.
• Louisiana: Articles of organization in Louisiana must be filed with the Louisiana Secretary of State. There is a $100 fee and an additional $30 24-hour expediting fee or a $50 same-day fee if you'd like to bring the document into the office. Processing can take one to seven business days but may be faster when filing online.
• Maine: A certificate of formation in Maine must be filed with the Maine Secretary of State. There is a $175 fee, and processing can take 20 to 25 business days. However, you can pay an additional $100 same-day processing fee for immediate service or an additional $50 24-hour processing fee.
• Maryland: Articles of organization in Maryland must be filed with the Maryland Department of Assessments and Taxation. There is a $100 fee and a $20 fee for the Certificate of Status at the time of filing. Processing can take four to six weeks, but an expediting fee of $50 is available if you'd like to have your documents processed within seven business days.
• Massachusetts: A certificate of organization in Massachusetts must be filed with the Massachusetts secretary of the commonwealth. The fee is $500 and approval time can take one to two business days if you file online.
• Michigan: Articles in Michigan must be filed with the Michigan Corporation Divisions. The fee is $50, with additional fees added if you'd like 24-hour, same-day, or one to two-hour expedited processing. These fees range from $50 to $1,000, depending on the option you choose.
• Minnesota: Articles of organization in Minnesota must be filed with the Minnesota Secretary of State. There is a $155 fee for expedited in-person and online filings and a $135 fee for mail-in applications. Processing typically takes three to five business days.
• Mississippi: A certificate of formation must be filed online with the Secretary of State of Mississippi. There is a $50 fee, and processing usually takes one to two business days.
• Missouri: Articles of organization in Missouri must be filed with the Missouri Secretary of State. The filing fee is $105 for paper documents or $50 for online filing, with an additional convenience fee. Processing times vary.
• Montana: Articles of organization in Montana must be filed with the Montana Secretary of State. There is a $35 fee and an additional fee to register an assumed business name (or DBA) with the state.
• Nebraska: Certificates of organization in Nebraska must be filed with the Nebraska Secretary of State. There is a $110 in-office fee and a $100 filing fee. Processing can take one to two business days. In Nebraska, all owners of newly formed businesses must publish a notice of formation in one newspaper for three consecutive weeks once the articles are filed.
• Nevada: Articles of organization in Nevada must be filed with the Nevada Secretary of State. Documents are usually processed on the same day. There is a $75 fee, with 24-hour, two-hour, and one-hour expedited options available for an additional fee.
• New Hampshire: Certificates of formation in New Hampshire must be filed with the New Hampshire State Corporation Commission. The form must be legibly printed with black ink or typed on an 8.5" x 11" piece of paper and maintain 1" margins. Pencil or erasable ink isn't accepted. The fee is $100.
• New Jersey: Certificates of formation in New Jersey must be filed with the state of New Jersey. There is a $125 fee. You must also file Form NJ-REG for tax/employer registration. Processing can take up to four weeks, but expedited options are available for an additional fee.
• New Mexico: Articles of organization in New Mexico must be filed with the New Mexico Secretary of State. There is a $50 filing fee, and processing can take one to three business days.
• New York: Articles of organization in New York must be filed with the New York State Division of Corporations. There is a $200 fee, and the documents will be processed within minutes. After your articles are approved, you'll be required to publish a notice in a newspaper.
• North Carolina: Articles of organization in North Carolina must be filed with the North Carolina Secretary of State. There is a $125 fee, and processing can take three to five business days. An expedited option is available for additional fees.
• North Dakota: Articles of organization in North Dakota must be filed with the North Dakota Secretary of State. There is a $135 fee, and it can take up to four weeks for documents to be processed.
• Ohio: Articles of organization in Ohio must be filed with the Ohio Secretary of State. There is a $99 fee, and processing usually takes three to seven business days. Faster processing times are available with an additional fee.
• Oklahoma: Articles of organization in Oklahoma must be filed with the Oklahoma Secretary of State. There is a $100 fee, and processing time may vary.
• Oregon: Articles of organization in Oregon must be filed with the Oregon Secretary of State. There is a $100 processing fee. Processing can take six to eight weeks for mail-in forms but may be faster if you file online or in person.
• Pennsylvania: Certificates of organization in Pennsylvania must be filed with the Pennsylvania Department of State. There is a $125 fee, and processing can take up to 15 business days.
• Rhode Island: Articles of organization in Rhode Island must be filed with the Rhode Island Secretary of State. The filing costs $150, and processing can take as little as two days when filed online.
• South Carolina: Articles in South Carolina must be filed with the South Carolina Secretary of State. There is a $110 filing fee, and processing usually takes 24 hours for online filing and two to three business days when filing by mail.
• South Dakota: Articles of organization in South Dakota must be filed with the South Dakota Secretary of State. There is a $165 fee when filing by paper or a $150 fee for filing online. Processing can take three to five business days, and expedited processing is available for an additional $50.
• Tennessee: Articles of organization must be filed with the Tennessee Secretary of State. The fee is $50 per member, with a minimum fee of $300 and a maximum fee of $3,000. Processing times may vary but may be faster online.
• Texas: Certificates of formation in Texas must be filed with the Texas Secretary of State. There is a $300 filing fee. Processing time can take 70 to 72 days for non-expedited documents sent by mail or fax, 12 to 14 days for expedited documents sent by mail or fax, and 10 to 15 days when submitted online.
• Utah: Certificates of organization in Utah must be filed with the Utah Department of Commerce, which must be typed and not handwritten. There is a $54 fee, and processing can take three to 10 business days.
• Vermont: Articles of organization in Vermont must be filed with the Vermont Secretary of State. There is a $125 filing fee, and processing can take less than one business day if you file online or seven to 10 business days when filing by mail.
• Virginia: Articles of organization in Virginia must be filed with the Virginia State Corporation Commission. There is a $100 fee, and processing times are faster when filed online.
• Washington: Certificates of formation in Washington must be filed with the Washington State Corporation Commission. The fee is $180, with an additional $50 fee if you'd like to expedite filing. Online and expedited filing is usually processed within two business days.
• West Virginia: Articles of organization in West Virginia must be filed with the West Virginia State Corporation Commission. There is a $100 fee that can be waived if you have a veteran-owned business. Processing can take five to 10 business days, but an expedited option is available for an additional fee.
• Wisconsin: Articles of organization in Wisconsin must be filed with the Wisconsin Department of Financial Institutions. There is a $175 fee and an additional $25 fee if you'd like expedited filing. Processing generally takes up to five business days.
• Wyoming: Articles of organization in Wyoming must be filed with the Wyoming Secretary of State. There is a $100 fee, and processing can take up to 15 business days. Expedited processing is not available.

LLC articles of organization FAQ

Ready to start filing? Here are some important questions and answers.

Do I need to hire an attorney?

An attorney is not required, and you can file by yourself. Each state has different rules and regulations for filing, however. Thus, a business attorney may be able to help you navigate the process and help you better understand and prepare.

Do I need to register my business name?

If you are filing articles of organization, you don't need to register your business name. Registering your LLC in the articles of organization also serves as registering your business name.

What forms do I need to file?

This depends on the state you're filing in. Some states will require other forms, such as a docketing statement or an initial list of managers or managing members. Check with your state to see if there are additional forms that are required. Or follow the state-by-state guide above for more information.

How do you write articles of organization?

Writing articles of organization for an LLC is simple because most states have the form created and ready for you to fill out. This takes the hassle out of having to create it yourself.

All you'll need to do is download the form and fill in basic information, like your LLC's name, principal place of business, business mailing address, type of business, the purpose of business, and more. Make sure you're downloading your state's correct form, as some states may require additional basic information.

Are articles of organization on public record?

Articles of organization are public records if they're filed with the state. If you're starting a company, ensure you don't reveal confidential information.

What if I need to make changes in the future?

Common reasons to make changes include changing a small business name or registered agent. To do that, you must file articles of amendment, sometimes called a certificate of amendment or a certificate of change, with the state.

The articles of amendment document is simple to create. You will need: 

1. the business name as it appears in the articles
2. the date of organization
3. the information being changed, such as a new LLC name or a change of business address
4. the exact text of the articles that the LLC is changing
5. the name and address of the registered agent
6. signature of the person authorized to sign off on all paperwork

Check with your state's filing office regarding the specific information and forms required.

How do LLCs pay taxes?

An LLC is commonly treated as a pass-through entity for federal income tax purposes. The LLC itself doesn’t pay taxes on business income. Instead, the LLC owners pay taxes on their share of the LLC’s profits.