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Filing your company’s articles of organization is one of the first steps you take toward legally establishing a new business.
While your articles of organization give you legal authority to operate as a limited liability corporation (LLC), there are critical legal requirements that you must follow when filing them. A single misstep can can lead to issues down the road that map be costly to clean up.
The article outlined below contains everything you need to know about articles of organization.
What are Articles of Organization?
Articles of organization, also commonly referred to as a certificate of formation, are legal documents that you file with the state when you register a limited liability company (LLC). You must register your articles of organization with your local secretary of state’s office if you want to obtain an employer ID number (EIN) and a business checking account.
LLCs make up a large part of business structures, thus requiring them to file articles of organization. Types of businesses that operate as LLCs include:
- Construction companies
- Service providers
- Retailers
- Commercial contractors
- Internet marketing companies
- Technology companies
- Freelancers
- Farms
- And more
The purpose of an LLC is to separate the business owner’s personal assets from their professional ones. If the company cannot pay its debts, then aggrieved parties cannot hold the business owner personally accountable. However, you cannot receive these protections without first filing your articles of organization with your local Secretary of State’s Offices.
Here’s an article about articles of organizations.
What’s Included in Articles of Organization
Your articles of organization will depend upon the requirements contained within your state’s business laws. Regardless of the requirements, the articles of organization will tell your state key details about the legal operation of your entity, which makes it a fairly straightforward document to complete. However, indicating the wrong information can lead to potential legal problems in the future, so it is vital to get this aspect of your business contracts right.
Here’s what’s included in articles of organization:
- Name and address of the registered agent
- Name and address of the company registrar
- Principal place of doing business
- Name of the company
- Doing Business As (DBA) designations
- Purpose of your business
- Type of business structure
You generally do not have to create a document from scratch. The most common mistake made on articles of organization forms is making assumptions when you have a question rather than discussing it with business lawyers that work on these documents daily. Your decisions will carry legal implications upon which your business is based, which means that you should consider them carefully.
This article further covers what’s included in an articles of organization.
Articles of Organization vs. Operating Agreement
There are significant differences between an articles of organization vs. operating agreement . The articles of organization is the document that the Secretary of State’s offices requires for a business formation or when you register a business name. The operating agreement is the business contract that LLC members agree upon for handling disputes or dissolving an organization.
An operating agreement typically includes the following 10 items:
- Ownership percentage and equity structures
- Capital contribution requirements
- How profits and losses are distributed and allocated
- Names of managing members
- Voting rights of individual parties
- Dilution of ownership
- Transfer of ownership
- Buyout agreements
- Dissolution terms and conditions
- Other pertinent instructions to run the business
While an operating agreement is a separate document from your business’ articles of organization, you can see that they go hand-in-hand. You need to draft your operating agreement when establishing an LLC in your state to achieve full compliance.
Find out more about regulations for limited liability here .
Articles of Organization vs. Articles of Incorporation
There are also key differences between an articles of organization vs. article of incorporation . Articles of organization are the legal documents required to form a limited liability corporation (LLC). Articles of incorporation, also commonly known as certificates of incorporation, perform the same function with the single exception that they are designated for corporations instead of LLCs.
The main 8 elements of the articles of incorporation include:
- The corporation’s name
- Your principal place of business
- Registered agent name and address
- Statement of purpose regarding your operations
- How long you plan to operate (indefinitely is acceptable)
- Type and number of shares issued
- Officer name and address
- Date and signature line
You should only create articles of incorporation if you are planning on starting a corporation (C-Corp, S-Corp, etc). The type of business entity and structure you choose depends upon your specific needs and situation. Consult with corporate lawyers and other professionals to determine which option is right for you.
How to File Articles of Organization
Filing your articles of organization is essential to register a legally established business entity. The process varies from state to state, which means that you should review your legal requirements with business lawyers beforehand. You will also want to ensure you complete all document requests accurately to avoid delays or denials.
Follow these steps to file an articles of organizations:
- Step 1. Select a name for your company
- Step 2. Download a bonafide copy of the articles of organization form from your Secretary of State’s website
- Step 3. Name a registered agent
- Step 4. Draft and sign an LLC operating agreement
- Step 5. Establish if you want to use members or managers
- Step 6. Sign the articles of organization
- Step 7. Return the form to your Secretary of State’s Office
- Step 8 Pay the appropriate filing fee
- Step 9. Receive your notary stamped copy of your articles of organization
- Step 10. Retain a copy of the articles of organization for your records
As you can see, this process is somewhat lengthy. You may also have questions throughout the process. Get help filing your articles of organization to ensure the process goes as smoothly and quickly as possible.
This article further describes how to file articles of organization.
Image via Pexels by Christina Morillo
Get Help Filing Articles of Organization
Get help filing articles of organization by engaging a competent business lawyer that understands your goals. They can provide legal guidance and advice as you navigate the process while avoiding legal mistakes. Legal mistakes can cost your company a significant amount of money in the future, not to mention cause damage to your reputation.
Business lawyers can also offer:
- Ongoing legal advice and counsel
- Dispute management should an issue arise
- Representation during negotiation discussions
- Legal drafting services to ensure you have rock solid contracts
- Act as a sounding board when mulling over your options
- Communications between you and other parties
- Refer you to other attorneys if you face another unrelated legal matter
- Connect with legal experts and witnesses
- Other types of legal services as necessary
Business lawyers leave no stone unturned when it comes to protecting your and your company’s legal rights. Ultimately, you should hire business lawyers when you make uncertain decisions involving your legal rights and obligations.
Failing to follow through on contractual and financial obligations can result in criminal charges or a civil court matter. Instead of leaving your business exposed, work with a legal professional that can translate your business strategy over into the legal world. Post a project today on ContractsCounsel.
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Daehoon P.
Advised startups and established corporations on a wide range of commercial and corporate matters, including VC funding, technology law, and M&A. Commercial and Corporate Matters • Advised companies on commercial and corporate matters and drafted corporate documents and commercial agreements—including but not limited to —Convertible Note, SAFE, Promissory Note, Terms and Conditions, SaaS Agreement, Employment Agreement, Contractor Agreement, Joint Venture Agreement, Stock Purchase Agreement, Asset Purchase Agreement, Shareholders Agreement, Partnership Agreement, Franchise Agreement, License Agreement, and Financing Agreement. • Drafted and revised internal regulations of joint venture companies (board of directors, employment, office organization, discretional duty, internal control, accounting, fund management, etc.) • Advised JVs on corporate structuring and other legal matters • Advised startups on VC funding Employment Matters • Drafted a wide range of employment agreements, including dental associate agreements, physician employment agreements, startup employment agreements, and executive employment agreements. • Advised clients on complex employment law matters and drafted employment agreements, dispute settlement agreements, and severance agreements. General Counsel • As outside general counsel, I advised startups on ICOs, securities law, business licenses, regulatory compliance, and other commercial and corporate matters. • Drafted or analyzed coin or token sale agreements for global ICOs. • Assisted clients with corporate formations, including filing incorporation documents and foreign corporation registrations, drafting operating and partnership agreements, and creating articles of incorporation and bylaws. Dispute Resolution • Conducted legal research, and document review, and drafted pleadings, motions, and other trial documents. • Advised the client on strategic approaches to discovery proceedings and settlement negotiation. • Advised clients on employment dispute settlements.
Richard N.
I have been practicing law for 35 years. In addition to my law degree, I hold an MBA. I've created six companies, currently act as outside counsel to another 12, and have been an advisor to more than 500 startups and entrepreneurs.
Michael K.
A business-oriented, proactive, and problem-solving corporate lawyer with in-house counsel experience, ensuring the legality of commercial transactions and contracts. Michael is adept in reviewing, drafting, negotiating, and generally overseeing policies, procedures, handbooks, corporate documents, and more importantly, contracts. He has a proven track record of helping lead domestic and international companies by ensuring they are functioning in complete compliance with local and international rules and regulations.
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With over 15 years of legal experience, I was admitted to the bar in 2008 and have since cultivated a diverse legal background. My expertise spans family law, estate planning, healthcare regulatory matters, and business law. I have a particular knack for crafting meticulous contracts. My approach is client-centric, ensuring that every individual receives personalized, knowledgeable guidance tailored to their unique situation. Partner with me, and let's navigate the complexities of the law together. www.downslawla.com
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I have 14 years civil litigation experience. My practice has included personal injury litigation, contract review, criminal law, family law, and estate planning.
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I am a seasoned lawyer from Tulsa, Oklahoma, and founder of Abii Law Firm. I am originally from Nigeria but moved to Oklahoma eleven years ago and fell in love with it. I obtained my license to practice law three years ago. I have a passion for the intricacies of business law, and I have a specialized focus in assisting personal, real estate, and medical marijuana businesses in navigating the complex legal landscape and drafting various transactional documents, such as operating agreements, purchase contracts, real estate contracts, and many more. Currently, I live in Tulsa with my husband and beautiful 2 year old daughter.
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Articles of Organization
Missouri
how much does it cost to create a real state single member LLC?
I own a duplex that i rent in columbia MO, and i want to create an LLC
Michael V.
The state filing fee for an LLC's Articles of Organization is about $105. To draft and prepare an operating agreement would cost ~ $500 depending on who you hire. The cost of advisory services (like taxes) after LLC formation will be a little costlier depending on the complexities of the business and its owner.
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My grade mark for me as a artist
Location: Texas
Turnaround: Less than a week
Service: Drafting
Doc Type: Articles of Organization (LLCs)
Number of Bids: 5
Bid Range: $495 - $2,500
ContractsCounsel User
Articles of agreement / operating agreement
Location: Virginia
Turnaround: A week
Service: Drafting
Doc Type: Articles of Organization (LLCs)
Number of Bids: 5
Bid Range: $400 - $1,045
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