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.
CROSS-REFERENCES
Articles of Incorporation; Jurisdiction.
