The articles of organization are a document similar to the

articles of incorporation Article often refers to: * Article (grammar), a grammatical element used to indicate definiteness or indefiniteness * Article (publishing), a piece of nonfictional prose that is an independent part of a publication Article may also refer to: G ...

, outlining the initial statements required to form a

limited liability company A limited liability company (LLC for short) is the US-specific form of a private limited company. It is a business structure that can combine the pass-through taxation of a partnership or sole proprietorship with the limited liability of a ...

(LLC) in many

U.S. state In the United States, a state is a constituent political entity, of which there are 50. Bound together in a political union, each state holds governmental jurisdiction over a separate and defined geographic territory where it shares its sover ...

s. Some states refer to articles of organization as a certificate of organization or a certificate of formation. Once filed and approved by the Secretary of State, or other company registrar, the articles of organization legally create the LLC as a registered business entity within the state. For terms of similar meaning in other countries, see

Articles of association In corporate governance, a company's articles of association (AoA, called articles of incorporation in some jurisdictions) is a document which, along with the memorandum of association (in cases where it exists) form the company's constituti ...

United States

The articles of organization outline the governance of an LLC along with the

operating agreement An operating agreement is a key document used by limited liability companies (LLCs) to outline the business' financial and functional decisions including rules, regulations and provisions. The purpose of the document is to govern the internal opera ...

and the corporate

statutes A statute is a formal written enactment of a legislative authority that governs the legal entities of a city, state, or country by way of consent. Typically, statutes command or prohibit something, or declare policy. Statutes are rules made by le ...

in the state where articles of organization are filed. The articles of organization document typically includes the name of the LLC, the type of legal structure (e.g. limited liability company, professional limited liability company, series LLC), the

registered agent In United States business law, a registered agent (also known as a resident agent, statutory agent, or agent for service of process) is a business or individual designated to receive service of process (SOP) when a business entity is a part ...

, whether the LLC is managed by members or managers, the effective date, the duration (perpetual by default in most states), and the names and signatures of the organizer(s). It is the Articles of Organization that establishes the power, rights, liabilities, duties, and other important obligations of LLC members. This document also establishes the obligations between LLC members. Most secretaries of state provide fill-in-the-blank

PDF Portable Document Format (PDF), standardized as ISO 32000, is a file format developed by Adobe in 1992 to present documents, including text formatting and images, in a manner independent of application software, hardware, and operating systems. ...

templates to file with the state. Some people use the services of an attorney to draft articles of organization. Articles must be drafted to meet the state requirements to form a LLC. The state fee to file articles of organization to form a traditional LLC range from $40 - $500. Regardless of what the Articles promulgate, the LLC is bound by the specific state laws that it is formed under. A common misconception is that LLCs formed by improper articles of organization do not have the limitation of liability protection allowed by the state. If the state statute allows for limitation of the members' and managers' liability, the said members and managers are covered under that protection regardless of what articles of organization state.

References

{{law-term-stub Corporate law Law of the United States ru:устав

United States

See also

References