Filing Articles of Organization is a crucial step when forming a limited liability company (LLC), but it’s just one part of a larger process. The ZenBusiness How to Form an LLC page explains the entire process and can help you decide whether an LLC is right for you.
Essentially, the Articles of Organization is the document that officially registers your business entity with the state. Some states refer to this official document as a Certificate of Formation or Certificate of Organization.
In most states, you need to submit your completed and signed Articles of Organization form to the Secretary of State. Some states use another agency for this duty, though, so check ahead of time. Keep in mind that everything in your Articles of Organization is public information, including your signature, business phone number, and office address.
Keep copies of everything you send into the state for your records. It could be a while before you hear back about the status of your filed form.
How to Complete the Articles of Organization Form in Your State
States typically offer a few different methods for filing Articles of Organization. You may be able to file online, using postal mail, via fax, or in person. In most cases, online filings are the quickest. Many states can accept and register your Articles of Organization in a few days, while other methods are often slower. Some states also offer expedited filing options for an additional fee.
When it comes to filling out the form for your Articles of Organization, you’ll need to provide certain information. Listed below are some of the most common requests from state agencies for official business paperwork.
The name of your LLC will be required on the form. Here are six things to consider when deciding on your name:
- Choose a unique name. Each business name must be different from any others in the state, so you must choose something unique. If someone already has the name you want, your form will get rejected, and you’ll have to start over with a new name. You can usually check to see if a business name is available by contacting the state agency in charge of business registrations. Most states have online business name search engines to let you check this yourself. You can also contact the agency directly by phone or email to determine if a given company name is available.
- Check for trademarks. You should also make sure your preferred name isn’t trademarked either on a federal or a state level. Federal trademarks can be searched via the US Patent and Trademark Office, and many states have a trademark search engine for state trademarks. For questions about trademarks, consult an intellectual property lawyer.
- Check naming restrictions. Before you register your name, make sure it follows state naming laws. Most states require a specific designator, such as “limited liability company,” or “LLC,” or “L.L.C.” Different states have different laws about what designators they allow. Using the right designator is essential for getting your Articles of Organization approved.
- “Doing business as” designation. If your limited liability company operates under a name other than your business’s legal name, you’ll need to establish a DBA name, known as doing business as name. Some companies create a DBA to launch a new product line or brand without creating an entirely new company. This is optional for the business owner.
- Check domain names. You may want to check whether the name you want is available as a domain name. Use ZenBusiness’s domain name registration service to secure the domain name you want. Then you can create a website, online storefront, and company email address for your business.
If you know the name you want but don’t have everything you need to prepare the documents yet, you may be in luck. Most states let you reserve an available business name for a set amount of time. Securing the name keeps anyone else from claiming it. Use the ZenBusiness Business Name Reservation Service to hold your preferred company name until you are ready to file.
Your business address and contact information are required so the state can send official correspondence to your office.
All states require you to have a registered agent to act as the official contact for your business. Some states use the terms resident agent, statutory agent, or agent for service of process instead of registered agent. On your Articles of Organization form, you must list a registered agent’s name and address.
Your registered agent must be available during regular business hours and relay received notices to the appropriate person within your company. Although a member of your business can serve as your agent, it’s usually beneficial to use a service to handle this duty. Being your own agent ties you to your office all day and puts you at risk of the embarrassment of being served notice of a lawsuit in front of clients.
Using ZenBusiness’s registered agent services alleviates those worries and ensures you’re meeting your state’s legal requirements for having a registered agent.
You’ll need to specify the management structure of your business. You can set up your LLC to be member-managed or manager-managed. In a member-managed LLC, the owners operate the company directly.
In a manager-managed LLC, managers are hired from within or outside your LLC to run the business. They may or may not have a stake in the ownership.
Statement of Purpose
Some states may require a statement of purpose on your Articles of Organization form. This usually need not be specific. You can use a general statement such as “any legal business venture” to keep things vague — some states provide standard business-purpose language. You can reform or rebrand your LLC later if necessary.
This specifies when your LLC goes into effect. Most states specify how many business days are allowed between filing and the official LLC formation date. The day you plan to start must be within a specific time frame after you submitted the form. Usually, the LLC owners want the LLC to become official as soon as the paperwork is approved by the state. However, there are instances when you may want a delayed filing date. For example, if it’s very late in the year, you may want to delay the formation date until January 1 so as to avoid having to file taxes for the current year.
Unless otherwise specified, LLCs typically exist for an indefinite period of time. You might need to select the duration of your company’s existence if you plan to operate your LLC for a set length of time. If this is the case, include the date of your company’s planned dissolution on your Articles of Organization document.
You need to include payment for any required filing fees with your form. Usually, these fees must be received by the Secretary of State before processing can begin. Filing fees for LLCs vary by state. You can look up your state’s filing fees before submitting your form. Bear in mind that some states vary the fees based on the method of filing (for example, they may charge more for filing by mail as opposed to online filing).
Signature and Notary
At the end of your Articles of Organization, you need to include the LLC organizer’s signature. This is the person or company who officially forms the LLC. An organizer can be one of the LLC members or someone separate, but known and trusted, from the members, such as a lawyer or a Certified Public Accountant.
The organizer doesn’t have to be a person. It can be a separate legal entity, such as a trust, a corporation, a partnership, or even another LLC. In this case, a legal representative of that organization would sign the form.
Some states require notarization of their Articles of Organization. A local notary public can provide this type of service for a fee, and many are open for walk-in appointments on regular business days.
Supplemental Legal Forms Required for Filing
Some states require supplemental forms in addition to Articles of Organization when you’re forming a new legal entity. Possible documents you may need to include are:
- A transmittal form for paper filings
- A signed statement from the registered agent accepting the appointment
- A list of the LLC’s initial members
If your LLC is being registered in a different state, it’s considered a foreign filing. For example, submitting your documents to establish a Delaware legal office when your home is in Texas is regarded as a foreign filing.
Foreign filings often require a Certificate of Good Standing, also known as a Certificate of Existence or Certificate of Fact. This document verifies that your business has paid all its fees, filed all reports, and is authorized to do business in the state. ZenBusiness has a service that can obtain this document for you. Your state could also require other documents, and you may need the assistance of a notary to have supplemental legal forms officially notarized.
How to Submit Your Articles of Organization Form
Each state has different options for submitting Articles of Organization. These can include postal mail, email, online form submission, fax, or in-person drop-off.
Filing times vary from state to state. The specific method you choose may affect how long it takes for the state to process your document once it’s received.
Processing is typically completed only on standard business days, not on weekends. The time of year you file might also matter because state agencies have busy seasons, adding weeks to your total wait time. Some states offer estimates as to when your filing will be processed.
If you want the process to go more quickly, look into whether your state offers expedited filing. With the expedited filing, you pay a fee to have your submitted document processed more quickly. For a faster turnaround time than standard filing, use ZenBusiness’s expedited filing service.
In a few states, you may need to publish notice of your LLC formation in local newspapers to establish it as a legal entity in some states. You can get help with a lawyer’s wording if necessary, and many local papers offer formation publication as a service.
File your Articles of Organization with ZenBusiness
Not sure where to start or need assistance filling out the necessary documents for your new LLC? ZenBusiness can complete your Articles of Organization for you with our business formation plans. Save time and avoid costly mistakes by working with ZenBusiness today.
Articles of Organization FAQ
What does it cost to file Articles of Organization?
Fees for filing Articles of Organization vary by state. You can look up the specific fee required in your state before you file.
How long does it take to process Articles of Organization?
The processing time for Articles of Organization depends on your state. It could be days or weeks before the Secretary of State records your business as an official legal entity.
Who processes Articles of Organization?
In most states, the office of the Secretary of State processes Articles of Organization. Some states have a separate agency to handle business documents, including Articles of Organization and Certificates of Incorporation.
Who can sign the Articles of Organization, and is a signature required?
The organizer signs the Articles of Organization, and this signature is typically required before your document can be processed. The organizer can be an individual, such as a lawyer or company secretary. Legal entities such as corporations or trusts can also serve as organizers. The organizer can be a member of the LLC but doesn’t have to be. A business formation company like ZenBusiness can also serve as your organizer.
When is the best time to file Articles of Organization?
To determine the best time to file your Articles of Organization, it’s best to check with your state and find out the due dates of other filings such as annual reports and franchise taxes. The beginning of the year is typically a busy time for the Secretary of State. A faster option may be to file at the end of the year, listing an effective date at the start of the new year.
Do I need an attorney to file Articles of Organization with the Secretary of State?
You don’t need a lawyer to file the Articles of Organization, but you may want assistance from someone who understands the process. This can help you avoid costly filing errors. Completing the document yourself at home can be time-consuming.