A limited liability company (LLC) is a business that must be registered with a specific state. To properly register a new LLC in your state, you must file articles of organization. This article explains the process of filing this LLC registration document.
- To register an LLC with your state, you'll need to file articles of organization (or similar document) with your state's business division.
- Each state has different requirements for what to include in your articles of organization, and some states allow you to file online.
- You must include some version of the LLC designation (like "L.L.C." or "LLC") in your LLC's official name.
What Are Articles of Organization?
All U.S. states have a required formation document for a new limited liability company (LLC). This document registers the business entity with the state. Each state has different requirements for information, but there are a few common requirements.
Most states call this document "Articles of Organization," but some states use a different name: "Certificate of Formation" or "Certificate of Organization."
The Process of Filing LLC Organizing Documents
To fill out and file your articles of organization, follow these steps:
Visit Your State's Secretary of State Website
Start with the agency in your state that deals with business issues. This agency is usually part of the state's secretary of stateoffice. Find the information on the website that describes the requirements for the articles of organization. Some states include a sample while others provide an itemized list of the items you will need to include. For example:
- Check out the LLC articles of organization form.
- See if the state allows online filing of this form.
- Check the filing cost. Filing cost can be anywhere between $50 and $200, depending on the state.
Before you file your articles of organization, search your state's business website to make sure no one else is using the name you want to use or a similar name that might be confusing.
Gather the Information You Need for Filing
Most states require that you use the term "LLC, " "Limited Liability Company," or some variation of this designation, like "Betty's Bakery, L.L.C.," in the official name of the business. Then you must use this exact name every time you officially refer to your business.
Don't use the terms "Incorporated" or "Inc." or "Limited Liability Corporation" for an LLC. An LLC is not a corporation.
You may need to hire or designate a registered agent for your LLC. A registered agent is someone responsible for receiving official mail for your business, passing on the mail for your business to handle. You can find the names of registered agents who will perform this service in your state by searching on the terms "registered agent [state name]."
You must also have a start date for the LLC; the date of filing and acceptance of the articles of organization is the default. Check with your state for any effective date requirements if you prefer a date before or after the filing date.
Some states require you to have an organizer, someone who acts to form an LLC, or you may have to list the original members.
Who will be managing the LLC, one or more members or a paid manager? Some states have an optional requirement to name the person designated to perform the management functions of the LLC.
Professional LLCs: A Special Case
A professional LLC (PLLC) is an LLC formed by a group of licensed professionals in a specific field. If your business files as a PLLC, you must state which profession all of your LLC members will be. Some states allow only certain professionals to form PLLCs. Common professions that can form PLLCs are chiropractors, dentists, attorneys, medical doctors, accountants, veterinarians, and psychologists.
You may need to describe the purpose for a PLLC in your articles of organization. For example, in Florida a PLLC must enter a single specific professional purpose, like "the practice of law, accounting services."
Filing the Form
Fill in the form and mail it along with a check for the specified amount to the state agency or submit the form electronically, depending on the state requirements explained on their website. You may be required to pay by certified check, cashier's check, or other required type of payment.
Most states will give you a fillable PDF form to use for the application. Be sure you save the form or at least take a screenshot so you do not have to re-create it. Don't forget to sign the form. It must be signed by an authorized representative of the company.
You do not need to register your business name if you are filing articles of organization. The registration of the LLC also serves to register your business name.
Create an LLC Operating Agreement
An LLC operating agreement is similar to the bylaws of a corporation. It regulates the affairs of the LLC, how it's managed, how assets are used, and how revenues are shared. it's a document that guides the management and describes the rights and responsibilities of members. The operating agreement overrides any default rules of your state, so it's important to have this agreement to describe exactly how you want your LLC to operate.
Frequently Asked Questions (FAQs)
Do I need an attorney for articles of organization?
You can complete and file the articles of organization yourself, and some states allow you to file online.
But consider this: Each state has default regulations for certain parts of an LLC's articles of organization. These default rules may not be what you want for your business, and you may want to add information to override any default state provisions, protecting the wishes of you and your fellow LLC members.
If you want to make sure your LLC's articles of organization say what you want them to say, get help from an attorney who is licensed to practice in your state to prepare the document.
How do I amend my LLC articles of organization?
Articles of organization can be amended, using a specific process that is different for each state. In Florida, for example, you must file articles of amendment after the the date of the original filing. The amendment document must include specific information along with the changes you want to make.
Some states only allow you to amend your articles of organization to change your name. The new name must meet the naming requirements in your state.
States also usually charge a filing fee for the amendment document, and some allow you to file this document electronically.