How To Write An LLC Article of Organization

Introduction to LLC Articles of Organization

• What is an LLC Article of Organization?

• Search For Your State’s LLC Forms

Most state LLC filing offices provide online access to Articles of Organization forms that satisfy the basic statutory requirements. For those looking to establish an LLC without a complex structure—unless you’re working with a lawyer, accountant, or other specialist—the standard form provided by your state should suffice. If the forms are not available online, contact your state office to request a mailed copy.

• What to Do if Forms Are Not Available

In cases where your state does not provide fill-in-the-blank forms or sample Articles or Certificates of Organization, you should refer to the “Customizing Your Articles of Organization” in this article, below. This section details the necessary content for your articles and offers specific wording for more complex clauses. By following the guidance provided in the section “How to Prepare Articles From Scratch,” you can confidently draft your documents.

• Key Clauses in Articles of Organization

Most states require similar basic clauses in LLC Articles of Organization. This section provides sample language and explanations for typical provisions found in the forms provided by your state LLC filing office and those required under state statutes.

• Preparation Tips for Articles of Organization

To effectively prepare your own Articles of Organization, consider the following suggestions:

• • Review Sample Articles: By examining the sample Articles of Organization, you’ll gain a general understanding of the types of provisions included in standard forms. This insight is crucial for grasping the form and instructions provided by your LLC office or for drafting your own articles to meet statutory requirements.
  • Follow Provided Instructions: Use any specific instructions from your state’s LLC office as a guideline. If you encounter difficulties with a particular provision in a state-provided form, refer to our sample form for guidance on similar items.
  • Refer to State Resources: Check your state’s online resources for any special LLC formation requirements. For instance, some states might require articles to specify whether LLC members can vote to continue the LLC after a member’s dissociation; this rule is often outlined in the state sheets.

Customizing Your Articles of Organization

Incorporating Special Provisions

While the standard Articles of Organization and forms typically suffice, you may want to include specific rules or provisions tailored to your needs. It’s usually more straightforward to include such rules in the LLC operating agreement, which can be adopted and amended with relative ease, compared to refiling amended articles with your LLC office.

Examples of Special Provisions

Some provisions might need to be included directly in the Articles of Organization to be effective. For example:

• Management Structure: Specify whether the LLC is to be managed by designated managers or member(s).
• Appointment Rights: Define if certain members or a group have exclusive rights to appoint a manager or member.
• Indemnification: Detail the indemnification (covering of legal expenses) of LLC members or managers under special state law provisions.

While these provisions are not typically a concern for most, if your situation requires them, the state’s Articles of Organization may specify that these must be included to take effect. For those needing to customize their articles with special provisions, consulting your state’s LLC statutes or a business lawyer specializing in LLCs is advisable.

Sample Completed Articles of Organization for “America Freedom LLC”

To provide a clear example of how to compile your Articles of Organization, we present a sample form for a fictional business named “America Freedom LLC,” which is a three-member LLC specializing in selling running shoes. This sample demonstrates a standard set of articles where the LLC has chosen to be member-managed, a common choice for many LLCs.

Example / Template

Article 1: Name of the Limited Liability Company

The name of this limited liability company is America Freedom LLC.

Article 2: Registered Office and Registered Agent

The initial registered office of this limited liability company is located at 12345 Adam Street, Los Angeles, CA 92101. The initial registered agent at this address is John Doe.

Article 3: Business Purposes

The purposes for which this limited liability company is organized are to operate a custom running shoes store, and to engage in any other lawful business activities for which limited liability companies may be organized in this state.

Article 4: LLC Management and Names and Addresses of Initial LLC Members

The management of this limited liability company is reserved to the members. The names and addresses of its initial members are:

• • Jane Doe, 1234 West May Street, San Diego, CA 92108
  • John Doe, 4321 Elm Street, San Diego, CA 92108

Article 5: Principal Place of Business of the Limited Liability Company

The principal place of business will be specified here.

Article 6: Period of Duration of the Limited Liability Company

The period of duration of the limited liability company shall be perpetual, allowing the LLC to operate indefinitely unless dissolved by its members.

Completion and Signatures

In witness whereof, the undersigned organizer of this limited liability company has signed these articles of organization on the specified date.

The document is dated 01/05/20XX

__________________________

Signature of John Adam, the organizer

This sample provides a framework for what a typical Articles of Organization might look like, showing the essential elements that should be included and how they are typically structured.

Heading of the Articles of Organization

State law does not usually specify a format for the heading of the articles, but it is common practice to title the document “Articles of Organization,” followed by the proposed name of the LLC. However, some states might use a different title, such as “Certificate of Formation.” If an alternative title is used, it will be indicated on your state sheet and in the instructions provided by your state.

Filling Out the LLC Name

In the designated space, input the correct, full name of your LLC. It is crucial that the name listed matches exactly how you wish your LLC to be officially recognized. As previously mentioned, it is advisable to verify the availability of your proposed name and reserve it before filing your articles.

Inclusion of Preliminary Statement

While not mandatory, it is customary in many states to include a preliminary statement of statutory authority directly following the heading. This statement simply affirms that the articles are being filed in accordance with state laws and are intended to be legally recognized. Such language is typically found on state-provided forms.

Article 1: LLC’s Name

The first article should clearly state the name of the limited liability company. Enter the proposed name of your LLC here, ensuring it matches the name provided in the heading. This name will identify your LLC in all official documents and registrations.

Article 2: Initial Registered Office and Agent

Defining the Registered Office and Agent

The second article of the Articles of Organization is dedicated to establishing the initial registered office and the initial registered agent of the LLC. This section must include both the name and the address of the LLC’s initial registered agent, who is also referred to as the “agent for service of process.” This agent is authorized to receive legal documents on behalf of the LLC and must meet specific requirements:

• Agent Requirements: Typically, the agent must be a resident of the state and at least 18 years of age.
• Office Requirements: The registered office must be the physical location where the agent maintains a business presence, capable of receiving mail and personally accepting service of process. This address must be within the state.

Location Considerations

While the registered office can differ from the principal office of the LLC (the actual business location), it is common practice in many states for LLCs to keep the initial registered agent and registered office address the same as the principal business address. Importantly, the registered office address must be a physical street address, not a post office box.

Consent and Designation Forms

Depending on state requirements, the designation of the registered agent may need to be filed using a specific form, such as the “Designation of Registered Agent” form, which the agent signs to express consent to act as the registered agent. Alternatively, some states might only require a simple statement within the Articles themselves, signed by the agent, indicating their acceptance of the appointment. Check your state’s guidelines, as the Articles of Organization should include any specific language required for appointing the registered agent.

Article 3: Statement of Purposes

Defining the LLC’s Business Purpose

This article outlines the specific purposes for which the limited liability company is organized. Depending on the state, the requirements for stating the LLC’s purpose can vary:

• General Statement of Purpose: Many states are satisfied with a general statement, such as “to engage in any lawful business for which limited liability companies may be organized in this state.” This broad declaration allows the LLC flexibility in its operations.
• Specific Business Purposes: Some states require a more detailed description of the LLC’s business activities. For example, if the LLC is established to operate a computer repair and retail store, this should be explicitly stated.

Incorporating Dual-Purpose Statements

To combine flexibility and specificity, it’s often beneficial to follow a specific statement of the business purpose with a general statement. This approach ensures that while the LLC has a primary focus, it can also pursue other lawful business activities under the same organization. For instance, the statement might read: “to operate a computer repair and retail store, and to engage in any other lawful business for which limited liability companies may be organized in this state.” This phrasing clarifies that the LLC, though initially formed for a particular purpose, is not restricted from participating in other types of business ventures.

Examples of Purpose Statements

To provide clearer guidance, here are several more examples of how to craft this statement:

1. Bakery

“To establish and operate a bakery specializing in organic and gluten-free baked goods, provide catering services for special events, and to engage in any other lawful business activities related to culinary arts for which limited liability companies may be organized in this state.”

2. Real Estate Holding and Investment

“To acquire, hold, manage, and sell residential and commercial real estate properties, participate in real estate joint ventures, offer property management services, and to engage in any other lawful real estate-related activities for which limited liability companies may be organized in this state.”

3. Dog Washer

“To provide professional dog washing and grooming services, retail pet care products, and offer pet health and wellness workshops, as well as to engage in any other lawful business activities related to pet care for which limited liability companies may be organized in this state.”

These samples illustrate how to define the LLC’s business intentions while maintaining the legal flexibility to expand into other areas as opportunities arise.

Article 4: Management Structure of the LLC

Choosing the Management Type

This article specifies the management framework of the LLC, indicating whether it is managed by its members or designated managers.

• Member-Managed LLCs: This configuration means that the LLC’s members directly manage the operations. In most states, this is the default arrangement; if the articles do not specify a management type, the LLC is presumed to be member-managed by all its members.
• Manager-Managed LLCs: In this arrangement, either some members, non-members, or a combination of both are appointed as managers. The articles must clearly state that management is reserved to these managers, and typically, the names and addresses of the designated managers are listed. If managers are explicitly listed, it’s not usually required to list members unless state regulations demand it.

Listing Initial Members or Managers

In the corresponding sections of the articles, you should indicate whether the LLC will be run by “members” or “managers.” Specify the names and addresses of the initial members or managers in the provided spaces. Note that street addresses are generally required, not post office boxes.

Article 5: Principal Place of Business

Specifying the Main Business Location

The fifth article of the Articles of Organization identifies the principal place of business for the LLC. This is where the LLC’s main office is located, which may be within or outside the state of formation.

• Address Requirements: Most LLCs will list an address in the state of formation. Technically, the address specified is where the LLC can be legally sued, although it may not necessarily be where most business activities occur.
• Single Business Location: For smaller LLCs, which typically operate out of a single location, this address will be the one listed as the principal place of business in the articles.

Article 6: Duration of the LLC

Specifying the LLC’s Duration

This article addresses the duration of the limited liability company, specifying how long the LLC is intended to operate. While the duration can often be stated as “perpetual,” allowing the LLC to exist indefinitely, some states require a specific timeframe.

• Perpetual Duration: In jurisdictions where it’s allowed, opting for a perpetual duration is common because it permits the LLC to continue operating indefinitely, unless dissolved by a vote of its members.
• Fixed Duration: In states that do not allow a perpetual duration, you must specify a termination date. This could be a set number of years from the date the articles are filed, or a specific future date. Regulations may limit this to no more than 30 or 50 years. If your LLC reaches this termination date and is still operational, you can typically file an amendment to extend its duration, subject to state laws.

Signatures of Persons Forming the LLC

Execution and Notarization Requirements

The Articles of Organization conclude with signatures from the organizer(s) of the LLC, certifying their involvement and the validity of the information provided. This section records the date and includes the printed names and signatures of each organizer.

• Signing Authority: Depending on the state and the LLC’s management structure, either a member listed in the Articles or a designated manager will sign as the organizer.
• State-Specific Signature Protocols: The signature requirements can vary, with some states requiring the signature under penalty of perjury or notarization. Notarization involves signing the Articles in the presence of a notary public, who will confirm the identity of the signers and apply a notarial seal.
• Finding a Notary: Notaries are typically available in real estate offices, some business centers, or by searching local directories. Fees for notarization are generally modest.

Compliance with Local Regulations

If your state does not offer a standard form, instructions on the state’s website will specify who must sign the Articles of Organization and how they should do so, including any language required for the signatures or notary procedures. This ensures that the document meets all legal standards for your jurisdiction.

You Can Write Articles of Organization from Scratch

If your state does not provide blank forms or sample articles of organization, you will need to draft your own based on state-specific requirements. These are typically outlined in the “Special Instructions and Filing Requirements” section of your state, drawing from the state’s LLC statute. Here, we simplify technical terms to help you accurately fulfill legal requirements.

Understanding State Requirements

Here’s an example of typical content required by state statutes for Articles of Organization, which you will need to use as a guide for drafting:

1. Company Name: The name must include “Limited Liability Company” or a related abbreviation (e.g., LLC, LC). It should not be deceptively similar to existing entities registered in the state.
2. Duration: Specify whether the LLC’s duration is perpetual or set to terminate on a specific date.
3. Purpose: State the business purpose, which can be as broad as engaging in any lawful activity for which LLCs can be formed under state law.
4. Registered Office and Agent: Include the street address of the initial registered office and the name of the initial registered agent in the state.
5. Management Structure: Indicate whether the LLC is managed by members or managers, including the names and addresses of the initial managers or members, depending on the management structure.
6. Organizer Details: List the name and address of each person organizing the LLC.

Crafting Your Own Articles Using a Sample

The process of drafting your Articles of Organization can be guided by the structure and content of a sample document. For instance, if the statute specifies that the LLC must explicitly state if it is managed by members, you would include a clear statement in the Articles confirming this management structure. Below is an example based on these hypothetical requirements:

• Article 4 (Management): Add a specific statement indicating that the LLC shall not have managers if management is reserved to the members, as required by the statute.

Example Summary

This section uses the sample articles from the previous section to meet the requirements of the hypothetical statute. Note that the only substantive change made to fit the statute’s requirements was in Article 4, which involves specifying the member-managed structure explicitly.

By following these guidelines and using the provided sample as a template, you can successfully draft Articles of Organization that comply with your state’s legal requirements.

Finalize and File Your Articles of Organization

Review Your Articles of Organization

Before proceeding with the filing, carefully review your Articles of Organization one last time. Ensure all information is accurate and that all necessary signatures have been obtained. This final check is crucial to avoid any errors that could delay the approval process.

Preparing the Document

If you accessed the form online, it is likely in Adobe Acrobat PDF format. Depending on your preferences and the options available:

• Print and Complete Manually: Print the form and fill it out using a typewriter or by hand, ensuring neatness and legibility.
• Complete and Print Online: Some systems allow you to fill out the form digitally and then print the completed form for mailing.
• Online Submission: An increasing number of states offer the convenience of completely digital submission, where you can fill and submit your Articles of Organization online without the need to print or mail anything.

Filing the Articles of Organization

Follow the specific filing instructions provided by your state’s LLC filing office. These instructions can typically be found on the state’s website or in a state-specific information sheet that details any special filing requirements or procedures.

• Methods of Submission: Most filings can be done via mail, but many state offices also accept in-person submissions if you prefer to deliver the documents yourself.
• Mail Submission Tips: If mailing your Articles of Organization, always keep a copy of all documents for your records. This precaution ensures that you have a backup in case the original documents are lost in transit.

By adhering to these steps, you can efficiently complete and file your Articles of Organization, setting the foundation for your LLC’s legal structure and operations.

What to Do After Filing Articles of Organization

Waiting for Approval

After you have submitted your Articles of Organization, the next step is to simply wait. The LLC filing office will verify that the chosen name for your LLC is available and that your Articles conform to state laws. If there are no issues, you will receive a file-stamped copy of your Articles or a filing receipt by mail. This document serves as confirmation that your submission has been officially recorded.

Celebrate Your New LLC

Once your Articles of Organization have been approved and filed, your business is now a legally recognized limited liability company. Take a moment to celebrate this significant milestone in your entrepreneurial journey.

Next Steps: Draft an Operating Agreement

While filing the Articles of Organization is sufficient to establish the legal existence of your LLC, it’s highly recommended to draft an operating agreement. This document outlines the operational rules for your LLC and provides a clear structure for management and member interactions:

• Member-Managed LLCs: Refer to Chapter 5 for guidelines on drafting an operating agreement if your LLC will be managed by its members.
• Manager-Managed LLCs: If your LLC will be managed by appointed managers, see Chapter 6 for the appropriate guidelines.

Maintaining Your LLC

Finally, do not overlook the ongoing requirements and responsibilities of managing your new LLC. By following these steps, you’ll not only ensure that your LLC is legally compliant but also positioned for successful operations and growth.