If you’re thinking of forming a limited liability company (LLC), be sure to understand what information will be required to legally create an LLC. The formation document for an LLC is called the Articles of Organization or Certificate of Organization. Each state has its own version, so the amount and type of information required varies. This article outlines the most commonly requested elements.
What you’ll need
- Company name. Your desired name must be included, typically with an LLC identifier, such as “Limited Liability Company” or an abbreviation such as "LLC" or "L.L.C." You may want to conduct a preliminary name availability search before submitting the Articles of Organization. If you incorporate online, the incorporation service you purchase will typically include this. Remember that the state holds final approval rights to ensure that a name is not already in use or “deceptively similar” to one in use.
- Business purpose. This explains what your LLC is formed to do or provide. There are two types of business purpose clauses:
- General. Some states accept a general-purpose clause, indicating that the LLC is formed to engage in "all lawful business."
- Specific. Some states require a more complete explanation of the products and/or services your LLC will provide.
- Registered agent. Virtually all states require LLCs to have a registered agent in the state of incorporation. The registered agent receives important legal and tax documents for the LLC, must have a physical address (no P.O. Boxes) in the state of incorporation and be available during normal business hours. Many business owners use a registered agent service provider to ensure important documents are professionally and discreetly handled and because of the other compliance services they provide.
- Organizer. This is the person or company preparing and filing the formation documents with the state. Most states require the organizer’s name, signature and address to be included.
- Management Structure. LLCs can be managed by the members (owners) of the LLC or by managers. When an LLC is managed by members, it more closely resembles the management structure of a partnership. When an LLC is managed by managers, it more closely resembles the management of a corporation, where the owners (shareholders) are not involved in the day-to-day running of the business. You must outline in the Articles of Organization whether your LLC will be member-managed or manager-managed.
- Members/Managers. Many states require the names and addresses of the initial members (if member-managed) or managers (if manager-managed) to be included in the formation documents.
- Legal address of the company. Supplying the legal or principal business address is optional in many states, but some require it.
To learn the LLC formation requirements for your state, visit our state guides.