Key Formation Documents
Articles of organization, sometimes known as a certificate of organization or certificate of formation, is an official document that outlines basic details about your company. You must file this document with your state in order to officially establish a business as an LLC.
The Certificate of Incorporation refers to the formation documents of a new Corporation, whereas the Articles of Organization refers to the formation documents of a new Limited Liability Company.
Different Terms, Same Purpose
You may be asked for your Certificate of Formation, Articles of Organization, Certificate of Organization, Articles of Formation, or your company formation documents. When "formation" is used, it refers to an LLC. When "incorporation" is used, it refers to a corporation. These terms all reference the same type of document – the one that proves the creation of your company or corporation.
A Certificate of Formation creates an LLC in its home state. A Certificate of Authority is a legal document allowing a business entity in one state to conduct business legally in another state.
Is Articles of Organization the same as formation? Articles of Organization generally refer to LLC formation, while Articles of Incorporation are for corporations. The basic necessity is to file these documents to legally establish your business.
Filing and Beyond
To obtain Articles of Organization, you must file paperwork and pay fees with your Secretary of State’s office. An Operating Agreement outlines the procedures within an existing LLC, while Articles of Organization are what initially establish the LLC.
Articles of organization officially establish an LLC and list key details such as the name, address, members, and purpose. They also cover the registered agent and stock details if applicable. These must be filed with the relevant state agency where your LLC operates.
For assistance with the filing process, you can refer to your state’s website or consult LLC formation services.
Licenses and permits are required for some business activities, with requirements varying by state, county, and city.
Your state’s business agency handles the processing of Articles of Organization, and may request to see the operating agreement when needed.
Corporation vs. LLC Documentation
The Articles of Organization pertain to an LLC’s formation documents, while the Certificate of Incorporation pertains to a corporation’s formation documents. LLCs offer a certain level of flexibility and protection for investors.
Once approved, the state issues a certificate of organization or formation, which is the legal acknowledgment of the LLC in the state it was filed. If your business operates in multiple states, you need to file the appropriate formation documents in each state.
Members and managers of an LLC are provided liability protection as permitted by state statute, and this protection is not negated by improper articles of organization.