LLC guide · Set it up
Articles of organization, explained.
The articles of organization are the filing that brings an LLC into existence. They are short, public, and worth getting exactly right the first time.
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The short version
- This is the document that creates the LLC.
- It may be called a certificate of formation or certificate of organization.
- It is a public record, so think about which addresses you list.
- Changes later are made with an amendment.
What they are
Articles of organization are the formation document you file with your state, usually with the Secretary of State or a similar business filing office. When the state accepts them, the LLC legally exists.
The name differs by state. Delaware and Texas call it a certificate of formation; Pennsylvania and Massachusetts call it a certificate of organization. The purpose is the same.
What goes on them
Forms vary, but most ask for:
- The LLC's name, with its designator.
- The principal office and mailing address.
- The registered agent's name and in-state street address.
- Whether the LLC is member-managed or manager-managed, and sometimes the names of members or managers.
- The organizer's name and signature. The organizer files the form and does not have to be a member.
- Optional items in some states: a business purpose, a delayed effective date, or a set duration.
How to file
- 1
Prepare the details
Confirm the name is available and your agent has agreed to serve.
- 2
Submit the form
Online in most states, or by mail, with the state filing fee.
- 3
State review
The office checks the name and required fields.
- 4
Approval
You receive the filed articles or a certificate. Keep a copy in your records.
Why filings get rejected
Most rejections come from a short list of avoidable problems:
- The name is not distinguishable, or is missing its designator.
- The registered agent address is a P.O. box instead of a street address.
- A required field or signature is missing.
- The fee is wrong or the payment did not go through.
- A restricted word was used without approval.
After approval
With approved articles in hand, the next steps are your EIN, an operating agreement, and a business bank account. If details change later, such as the name or management structure, you file an amendment.
This guide is general information, not legal or tax advice. Rules differ by state and change over time, so check your state's official website or a licensed professional before you act. YaH Brands is not a law firm or an accounting firm.
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Common questions
No. The articles are a short public filing that creates the LLC. The operating agreement is a private internal document with your ownership and rules.
Anyone authorized to file for the LLC, including a member, an attorney, or a filing service.
Yes. Most states let you download or order copies, including certified copies, from the business filing office.