The BizFilings blog covering business tips and trends.
Filing Articles of Organization
Published on Mar 18, 2010
Read 'Filing Articles of Organization' at 'Time to Start Up,' the small business blog by BizFilings.
Every venture has a moment of creation. When forming a limited liability company (LLC) or corporation, every business entity must file articles of organization with the state in which the business is being incorporated. Once the articles are accepted by the state there is a blinding flash of light, and lo, your business exists!
When forming an LLC, this crucial document is called the articles of organization. In the case of the corporation, it’s usually called “articles of incorporation.” Either way, they establish the same general who-what-when-where-why-how of the new business.
Standard forms for the articles of organization (for an LLC) are available from each state. The business owner can fill in the necessary information on the form. Ideally, however, the articles of organization for an LLC will be tailored to the business owner’s specific requirements, since no two situations are identical.
Regardless of the situation, articles of organization include these four main elements at minimum:
Name, principal location and purpose of the business
Agent for service of process
Classes of ownership interests
Initial managers and owners
But Wait! There’s More!
Yes, your company will officially exist in the eyes of the state when the articles of organization are filed, but there are a few more documents you might want to consider before your new business is ready to go out into the world.
The small business owner operating an LLC should also have an LLC operating agreement, which includes a buy-sell agreement (In a conventional corporation, bylaws take the place of an operating agreement, and the buy-sell agreement will be a separate document from the bylaws.)
Most states do not require that an LLC adopt an operating agreement. Do it anyway. An LLC operating agreement provides the owners with formal guidance on issues such as voting, management and division of profits. Without this guidance, it is much more likely that disputes among the owners will arise and that piercing of the veil of limited liability will be applied by the courts. And no one wants that.
Have you filed your articles of organization?