Navigating the intricate world of business formation can be a daunting endeavor, but one pivotal step stands out for those looking to establish an LLC: the Articles of Incorporation or Organization. Often shrouded in legal jargon and specificities, these documents serve as the foundation upon which your LLC is built.
Our comprehensive guide aims to demystify the process, offering clear insights and actionable steps to ensure your business starts on solid ground. Dive in and discover the essentials of crafting and filing this cornerstone document, setting your entrepreneurial journey on the right path.
Articles of incorporation or organization legally establish your company and allow you to gain important benefits like liability protection. While the process differs between states, these articles provide the framework to get your LLC up and running.
This comprehensive guide will walk through everything you need to know about LLC articles of incorporation or organization. We’ll cover:
- What articles of incorporation are
- The difference between articles of incorporation and organization
- What information you need to include
- How to properly file the paperwork
- Steps to take after submitting your articles
- State-by-state requirements
Whether you’re starting the filing process or simply looking to better understand it, use this as your go-to resource on LLC articles of incorporation and organization.
A Thorough Breakdown of LLC Articles of Incorporation and Organization
Before legally forming your company, you need to file paperwork known as articles of incorporation or organization. This document provides state governments details about your LLC, including its name, members, purpose, and more.
Though similar in function, articles of incorporation are meant for corporations while articles of organization establish an LLC. Depending on your state, the terms may sometimes be used interchangeably.
Either document allows you to gain benefits like liability protection and tax efficiencies. They also make your business “official” in the eyes of the state.
Without properly filing articles of incorporation or organization, you won’t be able to take advantage of all an LLC offers. In short, they provide the legal framework for your company to operate.
What Should Be Included in Your LLC Articles?
While specific requirements vary, most states will want you to disclose basic information about your LLC in the articles of incorporation/organization, such as:
- LLC name: The official name you choose for your company. You’ll likely need to include a designation like “LLC” or “Limited Liability Company.”
- LLC purpose: A brief description of your intended business activities. For example, “consulting services.”
- Physical address: The street address of your LLC’s principal place of business. This can’t be a P.O. Box in some states.
- Registered agent: The name and address of the individual designated to receive important legal documents on your LLC’s behalf.
- LLC members and managers: The names and addresses of your initial members and anyone also filling a management role.
- Effective date: When you want the LLC to take effect. This is usually your filing date or a future date specified in the articles.
As long as you include the basic information unique to your LLC, the filing process should go smoothly. Having an attorney review your articles of incorporation/organization can also help catch any errors or omissions.
4 Steps for Successfully Filing Your Articles
You’ll take the following steps when putting together your LLC articles of incorporation or organization:
- Visit your Secretary of State’s website for filing guidelines and any required forms. Make note of fees too.
- Gather details about your LLC’s name, registered agent, members, physical address, etc.
- Fill out any additional paperwork as needed, like a statement on your LLC’s management structure.
- Submit your completed articles and pay fees by mail or electronically based on your state’s instructions.
That covers the basics, but requirements still vary quite a bit state-by-state. We’ll break those down shortly. For now, let’s look at important next steps once your LLC articles are approved.
5 Must-Do’s After Your Articles of Incorporation/Organization Are Filed
Receiving approval of your articles means your LLC is now an official legal entity. But plenty of work remains to get up and running:
- Obtain an EIN from the IRS for identification and tax purposes
- Draft an operating agreement to outline internal processes and rules
- Open a dedicated business bank account to keep finances separate
- Apply for any required licenses based on your location and industry
- Stay on top of annual report filings to maintain active status
Check your state’s rules closely for any other actions needed after submitting your articles of incorporation/organization. With the fundamentals covered, let’s examine how filing works across the country.
A State-by-State Guide to Filing Articles of Incorporation/Organization
While the articles of incorporation/organization process follows the same general steps everywhere, states have their own unique requirements when it comes to paperwork, fees, processing times, and more.
To make filing as seamless as possible, here’s a state-by-state summary of what you need to know:
| State | Naming/Department | Fee & Options | Processing Time/Notes |
|---|---|---|---|
| Alabama | Named “certificate of formation” | $200 by check, money order, card | 10-15 days |
| Alaska | Submit to Corporations Section | $250 | 10-15 days |
| Arizona | File with Corporate Commission | $50, $35 expedited | 13-15 days |
| Arkansas | Called “certificate of organization” | $50 paper, $45 online | Must also file franchise tax form |
| California | Secretary of State filing | No fee, $15 handling | 5 business days |
| Colorado | Online Secretary of State filing | $50 | Checklist provided |
| Connecticut | “Certificate of organization” | $120 | 6 weeks |
| Delaware | “Certificate of formation” | $90, expedited options | |
| District of Columbia | Department of Consumer and Regulatory Affairs | $220 | 15 business days |
| Florida | Division of Corporations filing | $125 (includes registered agent) | 2-14 days |
| Georgia | Secretary of State submission | $100, $10 extra paper | 15 days max, expedited available |
| Hawaii | Department of Commerce and Consumer Affairs | $50, $25 expedited | 3-5 business days |
| Idaho | Secretary of State filing | $100, expedited additional | 7-10 days |
| Illinois | Secretary of State paper/online filing | $150, $100 expedited | 10 days |
| Indiana | Secretary of State Business Services | $90 | Varies by submission method |
| Iowa | Secretary of State filing | $50 online or mail | No official state form |
| Kansas | Secretary of State paper/electronic | $165 paper, $160 online | 2-3 days |
| Kentucky | Secretary of State submission | $40 | Same day up to 3 days |
| Louisiana | Secretary of State filing | $100, expedited options | 1-7 days |
| Maine | Secretary of State filing | $175 | Expedited options available |
| Maryland | Department of Assessments and Taxation | $100 | 4-6 weeks |
| Massachusetts | Secretary of Commonwealth | $500 | 1-2 business days |
| Michigan | Corporations Division filing | $50, expedited options | Varies based on selection |
| Minnesota | Secretary of State submission | $155 online, $135 mail | 3-5 days |
| Mississippi | Online Secretary of State filing | $50 | 1-2 days |
| Missouri | Secretary of State paper/online | $105 paper, $50 online | Varies by submission |
| Montana | Secretary of State filing | $35 | |
| Nebraska | Secretary of State submission | $110 office, $100 online | 1-2 days |
| Nevada | Secretary of State online/paper | $75, expedited available | Same day often |
| New Hampshire | State Corporation Commission | $100 | Must be typed on 8.5″ x 11″ paper |
| New Jersey | Secretary of State filing | $125 | 4 weeks |
| New Mexico | Secretary of State submission | $50 | 1-3 business days |
| New York | Division of Corporations filing | $200 | Minutes via online filing |
| North Carolina | Secretary of State submission | $125 | 3-5 days |
| North Dakota | Secretary of State filing | $135 | Up to 4 weeks |
| Ohio | Secretary of State paper/electronic | $99 | 3-7 business days |
| Oklahoma | Secretary of State filing | $100 | Varies by submission |
| Oregon | Secretary of State online/paper | $100 | 6-8 weeks by mail |
| Pennsylvania | Department of State filing | $125 | Up to 15 business days |
| Rhode Island | Secretary of State submission | $150 | As fast as 2 days online |
| South Carolina | Secretary of State electronic/mail | $110 | 24 hours online, 2-3 days mail |
| South Dakota | Secretary of State filing | $165 paper, $150 online | 3-5 days |
| Tennessee | Secretary of State submission | $50/member, $300-$3,000 | Varies, faster online |
| Texas | Secretary of State filing | $300 | Varies significantly |
| Utah | Department of Commerce filing | $54 | 3-10 business days |
| Vermont | Secretary of State submission | $125 | <1 day online, 7-10 days mail |
| Virginia | State Corporation Commission | $100 | Faster online |
| Washington | Corporations Commission filing | $180, $50 expedited | 2 days online/expedited |
| West Virginia | Secretary of State submission | $100 (waived if veteran-owned) | 5-10 days |
| Wisconsin | Department of Financial Institutions | $175, $25 expedited | 5 days |
| Wyoming | Secretary of State filing | $100 | Up to 15 business days |
This summarizes the core differences in LLC articles of incorporation/organization from state to state. Be sure to consult your Secretary of State’s office for any other unique rules or regulations.
Frequently Asked Questions (FAQs)
Below are answers to some other common questions businesses have about drafting and submitting articles of incorporation/organization:
Do I need an attorney to file articles of incorporation/organization?
No, an attorney is not legally required, though they can provide helpful guidance on state rules and optimize your submission.
Do I need to register my business name when filing articles?
Usually not, as including your official LLC name in the articles serves to register it. But double check regulations in your state.
What forms do I need in addition to articles of incorporation/organization?
It depends on the state, but you may need to include a docketing statement or list of managers/members. Check requirements.
How do I write articles of incorporation/organization myself?
Most states provide standard fill-in-the-blank forms, making the process straightforward. Just focus on accuracy.
Are articles of incorporation/organization publicly accessible?
Yes, articles become part of public record when filed with a state. Avoid sharing sensitive information as a result.
What happens if my articles are rejected?
You can amend incorrect articles with an article of amendment outlining what information needs to be changed.
Lyle Solomon has considerable litigation experience as well as substantial hands-on knowledge and expertise in legal analysis and writing. Since 2003, he has been a member of the State Bar of California. In 1998, he graduated from the University of the Pacific’s McGeorge School of Law in Sacramento, California, and now serves as a principal attorney for the Oak View Law Group in California. He has contributed to publications such as Entrepreneur, All Business, US Chamber, Finance Magnates, Next Avenue, and many more.
