Does an LLC Have Articles of Incorporation?

By Joseph Nicholson

A limited liability company, or LLC, is not an incorporation, hence it would be inappropriate to call its organizing document articles of incorporation. An LLC does have an organizing document, however, which must meet the statutory requirements of the state in which it is filed. The two types of documents have many shared or similar features.

A limited liability company, or LLC, is not an incorporation, hence it would be inappropriate to call its organizing document articles of incorporation. An LLC does have an organizing document, however, which must meet the statutory requirements of the state in which it is filed. The two types of documents have many shared or similar features.

Articles of Organization

In many states, the only document required to create an LLC is an "articles of organization." While you can hire a lawyer or draft the articles yourself, FindLaw notes there is usually a form available from the secretary of state that can simply be filled out and submitted. Usually one of the members acts as organizer and someone acting as manager must also sign the document. There is generally a processing fee of about $100 to $200 for submitting articles of organization, and some states allow expedited online filing.

Ready to start your LLC? Start an LLC Online Now

Contents

States that recognize the LLC as a legal business entity have statutes that describe the information that must be contained in its articles of organization. According to Medlaw Plus, the document must designate a registered agent to receive service of process in the state and an office where she will be available. The articles must state whether the business is to be operated by the members or if non-member managers will oversee the day-to-day business of the LLC. Some states also require a statement of the company’s legitimate business purpose.

Names

The articles of organization must also contain the legal name of the business, which must conform to state parameters generally requiring the inclusion of the phrase “limited liability company” or an appropriate abbreviation thereof. States also usually require the name of the business to be unique. Due to the cost and time involved with submitting articles of organization, Medlaw Plus recommends conducting a search of fictitious names registered with your state’s secretary of state. Knowing that your desired name is available prior to filing your articles of organization can save you time and money.

Operating Agreement

Usually, the state does not require filing of an operating agreement, but some do. Even if not required, most LLCs have an operating agreement that acts like bylaws for a corporation. In other words, the operating agreement is like a contract between the members and between the members and managers that outlines mutual rights and responsibilities. FindLaw suggests making an operating agreement because it can prevent future misunderstandings or provide protection if conflict ensues.

Ready to start your LLC? Start an LLC Online Now
How to Register Your Online Business as a Limited Liability Company

References

Resources

Related articles

Examples of Articles of Organization for an LLC

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.

LLC Filing Services

An LLC is an attractive business form -- as opposed to a partnership or corporation -- because members have limited liability for the company's debts. To become legally recognized, an LLC must file incorporation documents in one state and apply for an employee identification number with the Internal Revenue Service. Many businesses offer to file these documents, as it can often take time-consuming research to identify what information is needed on the documents and where to send them.

How do I Register For an LLC in Utah?

Forming a limited liability company (LLC) in Utah requires filing forms with the state’s Division of Corporations & Commercial Code. The Utah Revised Limited Liability Company Act permits one or more persons to establish an LLC in the state. All forms needed to create an LLC in Utah are available on the state’s website.

LLCs, Corporations, Patents, Attorney Help

Related articles

Alaska Foreign Business Registration Requirements

When it comes to business registration, Alaska considers those that aren't based in the state as “foreign,” ...

How to Change From a DBA to an LLC

Any type of business can use a DBA, or "doing business as," designation as long as the proper paperwork is ...

Do LLCs Have to File Corporate Minutes?

Although S corporation, or S corps, provide the same limited liability protection and the same pass-through tax ...

Documents Needed to Open a DBA Checking Account

A DBA — doing business as — is a fictitious name under which an individual, partnership, limited liability ...

Browse by category
Ready to Begin? GET STARTED