Articles of Organization

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Articles of Organization

A document required to be filed with an appropriate state or local government agency, in order to establish legal recognition of a Limited Liability Company (LLC). Articles of organization closely parallel articles of incorporation needed for legal creation and recognition of corporations.

Limited liability companies and corporations are creatures of statute. They do not exist, in the eyes of the law, until articles of organization or incorporation have been properly filed and accepted by the designated governmental agency—commonly the office of the Secretary of State. A business owner is free to set up a LLC in any state; however, the state chosen becomes the state of domicile for such purposes as jurisdiction, employee and withholding taxes, and required annual filings.

Prior to filing articles of organization, a business owner must check with the state in which the articles will be filed to determine the availability of the chosen name for the new business entity. Most states do not require a specific format for the articles of organization. All states, however, do require specific minimum information to be contained within the articles. The required information includes the name of the new entity; the business form (e.g., LLC); a statement of general purpose; the name and address of an agent for Service of Process; the form(s) of ownership interest (e.g., equitable and non-equitable ownership, voting and nonvoting ownership, and other forms of ownership having different preferences, limitations, rights, or duties); and the name(s) of initial owner(s) and manager(s). Standard forms are available in many states, which need to be completed and filed along with the corresponding administrative fee.

Further readings

Business Filings, Inc. "Q&A: Limited Liability Companies." Available online.

CCH Inc. Undated. "Filing the Articles of Organization." CCH Business Owner's Toolkit. Available online at <> (accessed June 16, 2003).

Straub, Joseph T., and Raymond F. Attner. 1985. Introduction to Business. Boston: Kent.


Articles of Incorporation; Jurisdiction.

References in periodicals archive ?
Securities and Exchange Commission, informing that it has amended its Articles of Organization by filing a Certificate of Amendment to Articles of Organization with the Nevada Secretary of State.
Attorneys and other business people use the business registry to access key information about businesses, their legal owners and representatives, their articles of organization and other data.
Existing law permits a member to withdraw only upon bankruptcy, dissolution, and winding up, or the occurrence of an event stated in the LLC's articles of organization or operating agreement.
With the supplements to the Articles of Organization of the Customs Agency, a Montana-based customs bureau is created at the customs office in Lom.
In Tennessee, a Series LLC captive must be manager-managed, and the Articles of Organization must adopt Series treatment and specifically provide notice of the limitation of liability of each Series.
Limited liability companies must permanently retain basic records such as their articles of organization.
A domestic limited liability company may use the Secretary of State's Form LLC-4/8, Limited Liability Company Short Form Certificate of Cancellation, to cancel (ceasing the LLC's rights, powers and privileges) if it is filed within 12 months from the date the Articles of Organization were filed with the Secretary of State, and it meets the following requirements:
Such preparation may include ensuring that corporate documents, including meeting minutes, articles of organization and bylaws and appointments of trustees and officers, are current and correct; ensuring all filings necessary for obtaining corporate and tax good-standing certificates are in place; reviewing and organizing resident and vendor agreements to assure they are current, complete and orderly; and ensuring all licenses, permits and approvals are up to date.
Adam Blackman, a longtime employee and chief financial officer of the Cleveland Group filed articles of organization Feb.
As an additional good business practice, it would be prudent to note on the stock certificate or the ledger the number of shares that are authorized to be issued by the company (this is set forth in the company's articles of organization that are filed with the secretary of state).
704-1(b)(2)(ii)(h)) indicates that the LLC's articles of organization, operating agreement, and any other agreements among the members (such as a capital contribution agreement) are examined to determine the economic arrangement of the members.
He explains and defines LLC acts, articles of organization, operating agreements, and taxation requirements; the roles of those in the LLC; ownership issues; formalities like meetings of managers and members; and lawsuits and personal liability protection.