Articles of organization are to an LLC what articles of incorporation are to a corporation: the filing that brings the entity into existence. Until the Secretary of State accepts them, there is no company and no liability protection, no matter how long the business has been operating informally.
This template covers the articles every state asks for: name, purpose, principal office, registered agent, management structure, and organizer, ready to sign and file with your state's fee, online or by mail.
The three decisions the articles force
- The name: it must contain LLC or Limited Liability Company and be distinguishable from every name already on your state's registry. Search the registry before filing; a rejected name is the most common reason filings bounce.
- Member-managed or manager-managed: member-managed means every owner can bind the company and is the default for small owner-run businesses. Manager-managed concentrates authority in named managers, which fits passive investors, family members who only hold equity, or companies run by a hired operator.
- The registered agent: a person or company with a physical street address in the state, available during business hours to receive lawsuits and state notices. You can serve yourself, but a commercial agent keeps your home address off the public record and never misses a service of process.
Filing and what happens next
File online or by mail with your Secretary of State and pay the fee, typically $50 to $500 depending on the state. Approval usually takes a few days online. Once the state returns the stamped articles or certificate, three tasks complete the setup: obtain a free EIN from the IRS, open a business bank account in the LLC's exact registered name, and adopt an operating agreement. States rarely require the operating agreement, but banks ask for it, and without one your state's default statute, not you, decides how profits split and what happens when a member leaves.
Annual obligations start immediately
Most states require an annual or biennial report with a fee to keep the LLC in good standing, and some levy a franchise tax regardless of income. Calendar the first due date the day the state approves your filing: administrative dissolution for missed reports is common and avoidable.
Articles of organization vs. operating agreement
The articles are the short public filing; the operating agreement is the long private contract among members covering ownership percentages, capital, voting, distributions, and exits. Keep the articles minimal, because amending them means a state filing and fee, and put everything negotiable in the LLC operating agreement instead. Single-owner companies use the single-member LLC operating agreement for the same reason: it is the document banks and courts look at to respect the entity.
Formation state = home state, usually
Forming in Delaware or Wyoming while operating elsewhere means registering as a foreign LLC in your actual state too, doubling fees and reports. For most small businesses, the right state is simply the one where the business operates.
Frequently asked questions
Articles of organization or certificate of formation: which do I need?
They are the same document under different names. Delaware and Texas call it a certificate of formation, Massachusetts a certificate of organization, most other states articles of organization. Use the caption your state uses; the content is the same.
Do I need an attorney to file articles of organization?
No state requires one. The articles are a short standardized filing, and this template produces the standard content. Consider professional advice when ownership is complicated, investors are involved, or a professional license restricts who may own the entity.
Should my LLC be member-managed or manager-managed?
Member-managed if all owners actively run the business, which is the common case. Manager-managed if some owners are passive, if a non-owner will run operations, or if you want only named managers able to sign contracts. The choice is stated in the articles in several states and can typically be changed by amendment.
Does the filing protect my personal assets by itself?
It creates the shield, but keeping it requires treating the LLC as separate: its own bank account, contracts signed in the company name, and no commingling of funds. Courts disregard LLCs that exist only on paper while the owner runs everything personally.
How much does it cost to file?
State filing fees range from about $35 to $500, with most states between $50 and $150. Many states add an annual report fee, and California adds a minimum annual franchise tax. The state fee schedule is on your Secretary of State's website.
Can I file now but start the LLC on January 1?
Most states allow a delayed effective date, commonly up to 90 days after filing. Filing in November or December with a January 1 effective date avoids filing a tax return for a stub year in which the company did nothing.