Most jurisdictions throughout the nation adopt the legal principles of the Uniform Limited Liability Company Act (ULLCA). The ULLCA requires you to file the articles of organization as a prerequisite to LLC formation. However, slight differences may exist across states regarding the amount of information you must provide in the document.
Organizers and Members
Most states allow any person to file the initial articles of organization to create an LLC. The drafting and delivery of the articles of organization can be done by a person who intends to become a member after the LLC’s creation or an organizer who has no interest in the prospective business. Many jurisdictions do not require the existence of a member at the time of LLC formation.
At a minimum, you must provide the business name of the LLC, the mailing address of the business’s initial principal office, and the name and address of the agent you designate to receive service of process and other legal documents on behalf of the LLC. If an organizer prepares and delivers the articles, it must include a statement expressly notifying the secretary of state’s office that no member currently exists. Most states provide searchable databases for you to check the availability of business names. No two legal businesses may have the same name.
Legal formation of the LLC occurs when the LLC has at least one member and the secretary of state reviews and files the articles of organization. If the articles provide for an effective date other than the date of delivery, formation does not occur until that future date. A filing by the secretary of state is conclusive proof that all requirements are met. If the articles include the statement that no member yet exists, the secretary will defer filing until it receives written notification that a member joins the LLC. If you do not provide the notification or no member exists after 90 days from the date of delivery, the articles lapse and become void.
Most states allow you to amend the articles of organization after the secretary files it. To effectuate an amendment, the LLC must provide written notification to the secretary stating the LLC’s name, the date of filing the original articles of organization and any changes you wish to make. For example, if you change the address for the principal location of the business after the LLC’s formation, an amendment may be necessary.
Organizers or members may include the terms of the operating agreement in the articles of organization. The operating agreement provides the framework of duties and liabilities of the LLC and its members. Common operating agreement clauses address matters such as the number of member votes necessary to make important business decisions, when a member may receive profit distributions from the LLC or events that may cause dissolution of the LLC.