Articles of Organization

Articles of Organization are the legal formation documents used to create a limited liability company (LLC) in the United States. Filing this document with the appropriate state business registration authority officially brings an LLC into existence under state law.

Articles of Organization are governed entirely by state statutes, not federal law. As a result, filing requirements, terminology, and processing procedures vary by jurisdiction.

What Are Articles of Organization?

Articles of Organization are a public, state-filed document that establishes an LLC as a recognized legal entity. Once approved by the state, the LLC gains the legal authority to:

• Conduct business
• Enter contracts
• Open bank accounts
• Hire employees
• Obtain licenses

In some states, this document may be called a:

• Certificate of Organization
• Certificate of Formation

Despite the title difference, the legal function is the same.

Is Filing Articles of Organization Required?

Yes. Filing Articles of Organization (or an equivalent document) is mandatory to form an LLC in every U.S. state and the District of Columbia.

Without filing and state approval:

• An LLC does not legally exist
• Owners receive no liability protection
• The business cannot register for taxes or licenses

Articles of Organization are typically filed with a Secretary of State or a designated business registration agency, such as a Division or Bureau of Corporations.

What Information Is Included in Articles of Organization?

While state requirements differ, Articles of Organization commonly include the following information:

LLC Name

The legal name of the LLC must comply with state naming rules and include an approved LLC designator, such as “Limited Liability Company,” “LLC,” or “L.L.C.”

Registered Agent and Registered Office

Most states require the LLC to designate a registered agent with a physical street address in the formation state to receive legal documents and official notices.

Registered agent requirements are set by state statute and enforced by the business registration authority.

Principal Office Address

Many states require disclosure of a principal place of business or mailing address. This address does not always need to be located in the formation state.

Management Structure

Articles of Organization typically require the LLC to indicate whether it is:

• Member-managed
• Manager-managed

This selection determines who has authority to act on behalf of the LLC.

Organizer Information

The organizer is the person or entity submitting the Articles of Organization. Organizers are not required to be members of the LLC.

Business Purpose

Some states allow a broad statement such as “to engage in any lawful business,” while others require a more specific purpose.

Duration (If Applicable)

Most LLCs are formed with perpetual duration, but some states allow or require a stated end date.

Where Do You File Articles of Organization?

Articles of Organization are filed with the state business registration authority, typically:

• Secretary of State
• Division of Corporations
• Bureau of Corporations

Examples of official filing portals include:

• California Secretary of State Business Programs
• New York Department of State Division of Corporations
• Delaware Division of Corporations

Some jurisdictions, such as Washington, DC, use a department other than a Secretary of State for business filings.

How To File Articles of Organization

Filing Methods

Depending on the state, Articles of Organization may be filed:

• Online through a state business portal
• By mail
• In person
• By courier or expedited service

Online filing is generally the fastest and most common method.

Filing Fees

Every state charges a filing fee to process Articles of Organization. Fees typically range from $50 to $800, depending on the state and entity type.

Additional fees may apply for:

• Expedited processing
• Certified copies
• Name reservation

Official fee schedules are published by each state’s business registration agency.

Domestic vs. Foreign LLC Articles

Domestic LLC

A domestic LLC is formed in the state where it is legally created. Domestic LLCs file Articles of Organization (or equivalent) in their formation state.

Foreign LLC

A foreign LLC is an LLC formed in one state that registers to do business in another state. Foreign LLCs do not file Articles of Organization in the new state. Instead, they file an:

• Application for Certificate of Authority
• Application for Registration
• Application to Transact Business

Do Articles of Organization Need To Be Updated?

Articles of Organization usually do not need frequent updates, but amendments may be required if certain information changes, such as:

• LLC name
• Registered agent
• Management structure

Amendments are typically filed using Articles of Amendment or a similarly named form, available through the state business registration office.

What Happens After Articles of Organization Are Approved?

Once approved by the state:

• The LLC legally exists
• The state issues confirmation or a filing receipt

The LLC may proceed with:

• Drafting an Operating Agreement
• Obtaining an EIN from the IRS
• Opening a business bank account
• Applying for licenses and permits

What Happens If Articles of Organization Are Not Filed Correctly?

Errors or omissions may result in:

• Filing rejection
• Processing delays
• Loss of name reservation
• Potential liability exposure if business activities begin before approval

States publish official instructions and form guides to reduce filing errors.