Articles of Organization Explained

Articles of Organization are the short document you file with a US state to create an LLC. Once the state accepts it, your LLC legally exists. The form usually asks for the company name, a registered agent in the state, an address and the name of the person filing, and it comes with a one-time state fee that ranges from about $35 to $500 depending on the state.

Key takeaways

• Articles of Organization are the public birth certificate of your LLC; the operating agreement is the private rulebook.
• Some states use other names: Delaware and Texas call it a Certificate of Formation, and Massachusetts a Certificate of Organization.
• Every state requires a registered agent with a physical address in that state, which non-US founders usually hire.
• State filing fees differ widely: New Mexico charges $50, Wyoming $100, Delaware $110, Texas $300 and Massachusetts $500.
• After approval you still need an EIN, an operating agreement and, for most founders, a bank account.

What Articles of Organization do

An LLC is a creature of state law. It does not exist until a state records it. The Articles of Organization are the filing that asks the state to do that. When the state approves them, it stamps or issues a filed copy with a filing date and an entity number. That date is your LLC's formation date, and it can matter later, because some states set annual report deadlines by it.

The articles are public. Anyone can look up your LLC in the state database and see what was filed. That is why the choice of what to include, and which state to file in, matters for founders who value privacy.

What the form asks for

The required fields vary by state, but these come up most often:

• LLC name. It must be distinguishable from other companies on the state register and include "LLC", "L.L.C." or "Limited Liability Company".
• Registered agent. A person or company with a physical street address in the state who accepts legal papers for the LLC.
• Principal office or mailing address. Several states accept a foreign address here.
• Organizer. The person who signs and submits the form. This can be you or a formation service acting for you.
• Management structure (some states). Whether the LLC is managed by its members or by appointed managers.
• Members or managers (some states). Florida allows managers to be listed; Wyoming and New Mexico do not require members to be named.
• Purpose and duration (optional in most states). Most LLCs use a general "any lawful purpose" and perpetual duration.

Delaware's certificate is one of the shortest: it needs the LLC name and the registered agent's name and address, and that is essentially it. Other states ask for more.

What each state calls it, and what it costs

These are state fees only. Formation services charge separately for preparing and filing the form, and the registered agent is a separate annual cost. Browse the state guides for the fee and processing time in every state.

Articles of Organization versus the operating agreement

These two documents are often confused. They do different jobs.

Banks almost always ask for both. Our operating agreement guide explains what yours should include.

How filing works

1. Pick your state. Most non-US founders choose Wyoming, Delaware or New Mexico, but where you actually do business can matter. See the Wyoming LLC page for one popular option.
2. Check name availability on the state's business search.
3. Appoint a registered agent in that state. If you live outside the US, you cannot act as your own agent there.
4. Complete and submit the form online or by mail, and pay the state fee.
5. Wait for approval. Standard processing is often a few business days to a few weeks. Many states offer paid expedited processing.
6. Download the filed copy. Keep the stamped articles and any certificate the state issues. The IRS, banks and payment providers will ask for them.

Choosing the name on your articles

The name you file becomes your LLC's legal name on every bank statement, invoice and tax form. A few practical rules help:

• Include the designator exactly. Decide between "LLC" and "L.L.C." and use the same form everywhere, including the EIN application. Banks notice mismatches.
• Avoid restricted words. Words such as "Bank", "Insurance" or "Trust" usually need regulatory approval, and states will reject them without it.
• Keep it close to your brand. If you trade under a different name, you may need a trade name or DBA filing as well, and payment providers will ask about the difference.
• Check the same name in your home country. If you plan to use the brand in India, the UK or the UAE, make sure a local company is not already using it.

Member-managed or manager-managed?

Many state forms ask you to choose. In a member-managed LLC, the owners run the business and can sign contracts for it. In a manager-managed LLC, the owners appoint one or more managers, who may or may not be owners, to run it. Investors sometimes prefer manager-managed structures so that passive owners cannot bind the company.

For a single founder, member-managed is simpler and matches how banks expect a one-person company to work. You can change the structure later by amendment and by updating your operating agreement.

What to do after approval

• Sign an operating agreement, even for a single-member LLC.
• Apply for an EIN. Founders without an SSN or ITIN apply with Form SS-4 by fax or mail. The IRS says fax applications are usually processed in about four business days and mail in about four weeks, but international applications often take longer in practice.
• Open a business bank account using the articles, EIN letter and your passport.
• Note your first annual report or tax date so the LLC stays in good standing.

Common mistakes

• Listing a home address you want private. Articles are public and hard to scrub later.
• Naming yourself as registered agent without a local address. The state will reject it, or legal papers will go nowhere.
• Choosing manager-managed without understanding it. It changes who can sign for the LLC. Single founders usually choose member-managed.
• Using a name you cannot use elsewhere. State approval does not give trademark rights. Check trademarks and domains too.

This article is general information, not legal advice. An attorney can confirm what your articles should say for your situation.

State filing fees for Articles of Organization

The one-time state fee to file your formation document varies more than most founders expect. Here is what several common states charge to accept the filing, as a government fee separate from any service fee.

Frequently asked questions

Can I file Articles of Organization without an SSN?

Yes. States do not ask for an SSN or ITIN to form an LLC. You need a registered agent in the state, an address and a way to pay the state fee. The SSN question comes up later, with the EIN and some bank accounts.

Do I have to list the owners in the articles?

It depends on the state. Wyoming and New Mexico do not require member names in the articles, which is why they are popular for privacy. Other states ask for managers or members either in the articles or in the annual report.

Can I change my Articles of Organization later?

Yes, by filing an amendment with the same state. Name changes, a change in management structure and other core details usually need an amendment, and there is a state fee.

Is a Certificate of Formation different from Articles of Organization?

No. It is the same type of document with a different name. Delaware and Texas call it a Certificate of Formation. The legal effect, creating the LLC, is the same.

How long does approval take?

It varies by state and season. Wyoming and Delaware often process standard filings within a week or so, while some states take several weeks. Expedited options exist for an extra state fee in many states.

Let us file your articles

Our LLC Formation service prepares and files your Articles of Organization, appoints a registered agent and sends you the approved documents. See the service page for what is included and current pricing.