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.

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.

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.

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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.

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How to Develop a Charter & Bylaws for a New Organization
 

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How Do I Register an LLC?

An LLC is a hybrid business entity that combines the tax benefits of a partnership with the limited personal liability of a corporation. Each state has laws about creating and registering an LLC, and an LLC must be organized under the laws of a state in which it plans to conduct business. While most state laws are generally similar, there are practical considerations to choosing where to organize your LLC.

How to Fill Out Articles of Incorporation

Articles of Incorporation are filed with state governments to create a corporation. Each state has its own statute setting out what must be addressed and included. Some states require a great deal of detail, while others provide very simple forms with little required information. Regardless of the individual state requirements, articles of incorporation establish a corporation's legal existence. Articles must be filed with the Secretary of State, or state equivalent, for the corporation to be officially created and commence operations.

Do I Have to Use LLC in the Business Name?

The limited liability company, or LLC, is a creature of state law. As such, it is subject to the laws of the states in which it is organized and registered. All states have some requirements for the name of an LLC and generally have searchable online databases that allow you to determine whether your name has already been registered.

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