The Articles of Organization is the founding document of an LLC. It is filed with a state to create the company under its laws and get it officially registered to do business. The required content and form of an LLC is determined by state law, but there are several general similarities common to virtually all Articles of Organization.
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The Articles of Organization of an LLC consist of a series of numbered articles, each of which briefly states the requisite information required in the document under law. The heading for each article is simply "Article I" and so forth. At the end of the articles, the document must be signed by a member or manager, depending on state law. In some states, the document may also have to be notarized or witnessed.
Identifying the Business
Usually the first required information in the first several articles of an Articles of Organization document is information that identifies the business. This includes the name of the business, which must usually include "limited liability company" or an abbreviation of the term. The next articles are often used to state the duration of the business, which is usually perpetual, but may be limited, and the purpose of the company. Most states allow a general statement that allows the company to conduct any lawful business purpose in the state.
Identifying the Key Players
The rest of the document is usually about identifying the registered agent, physical address and the names and addresses of the initial members of the LLC. The registered agent is the person available at the physical address in the state authorized to receive service of process on behalf of the company, and must be available during normal business hours. The initial members are those who owned a stake in the company at the time of its registration with the state. If there are non-member managers, those must usually also be identified by name and address, too.
One of the best places to find a sample Articles of Organization is at the website for the appropriate agency of the state government. Many states, including California, Texas and Florida, have forms that can be completed by simply filling in the blanks. Some states even allow electronic submission of the Articles of Organization. Forms obtained online should be checked against the state's legal requirements. Using a state-specific form is the easiest way to draft your Articles of Organization.
References & Resources
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