Does an LLC Have Articles of Incorporation?

By Jeffry Olson, J.D.

Does an LLC Have Articles of Incorporation?

By Jeffry Olson, J.D.

Corporations form by filing articles of incorporation with the Secretary of State or the agency that oversees business in their state, but a limited liability company (LLC) does not. An LLC is a different kind of business entity with a structure that's usually less complex than that of a corporation. Although LLCs generally enjoy more flexibility than corporations, they still file formation documents with the state government. Instead of articles of incorporation, LLCs file articles of organization.

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Articles of Organization Basics

Articles of organization can be simple or complex, depending on the needs and wishes of the LLC. Some LLCs choose to file basic, minimal articles. States often allow this type of filing online, as the creation is simple and inexpensive.

Other LLCs choose more complicated articles of organization, frequently drafted by an attorney. More complicated articles of organization go beyond the basics of LLC formation and include instructions for management of the LLC. For example, the articles might state how and when to distribute profits, name managing members, detail voting procedures, and identify various officers for the LLC.

Regardless of the complexities of the articles of organization, they must meet several basic requirements.

Requirements of the Articles of Organization

The articles of organization must include the name of the LLC. The LLC's name must be unique within its jurisdiction, and founders can use an online name search tool to determine whether their desired name is available.

The articles must also include the address of the LLC, language identifying the nature of the LLC, and the name and address of the LLC's registered agent. The registered agent is the individual or business the LLC authorizes to accept delivery of legal documents, including service of process.

Finally, depending on the state, the articles must include the name of the manager and members of the LLC.

Operating Agreement

LLCs often draft operating agreements in addition to articles of organization. An operating agreement allows the LLC to structure the management of its business. While articles of organization establish ownership, share of profits or losses, rights and responsibilities, and what happens when a member leaves the LLC, operating agreements fill in details and discuss day-to-day procedures.

Requirements for operating agreements vary by state. Some states require an LLC to draft an operating agreement and file it with the Secretary of State. Other states merely require the LLC have an operating agreement but have no filing requirement. Many states do not require operating agreements at all. Regardless, failure to comply with the requirements for your state may result in a court not recognizing the existence of the LLC and revoking its limited liability.

LLCs are not corporations and do not use articles of incorporation. Instead, LLCs form by filing articles of organization. The articles may be simple or quite detailed. All articles of organization must include the name and address of the LLC, the nature of the LLC, the name and address of the registered agent, and the name and address of the manager and members of the LLC.

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