When you’re ready to create an LLC, you fill out a form and file it with the state along with a check – that’s your LLC’s formal documentation, which is referred to as your “articles of organization.” You can often find the articles of organization form on your secretary of state’s website. While the form can vary by state, it’s usually a very simple document that asks key questions about your business.
Your LLC articles of organization must list a name that is unique to the state you registered in. Before registering your business name, check the availability of chosen names on your secretary of state’s website. Look for a heading like “corporation search” or “business registration search.”
Some states allow you to reserve or hold a company for a period of time prior to filing the articles of organization, to ensure that someone else doesn’t register the name first. This typically requires filing another form and paying a small fee.
You must list both a mailing address and a physical address for your business (they can be the same address) on the LLC articles of organization. If you don’t have a physical business address yet, or don’t want it to be made public, you may be able to use the address of your registered agent as a physical address. Alternatively, some companies provide physical address services.
An LLC can be member-managed or manager-managed. Members of an LLC have an ownership interest from investing in the company. On the other hand, managers are people designated by the members to handle the business’s day-to-day activities. This choice usually depends on how involved the members want to be in the running of the business, and whether they want to hire a manager. However, if you’re the only person involved in your business, hiring a manager may not be worth the effort.
“It is a lot easier for a start-up with one person to be member-managed rather than manager-managed. …this can always be changed if you expand.”
Celia Reed, Business attorney, Phoenix
Regardless of your decision, you’ll need to list all members or all managers on your articles of organization.
A registered agent is a person or company authorized to receive legal documents on behalf of your LLC. If an owner of your LLC resides in the state of registration, that owner can become a registered agent for your business by giving his or her name and address on the articles of incorporation. If you need to enlist the services of an outside registered agent, you must do so before you file your articles of organization, because the agent must sign the form agreeing to represent you.
One or more organizers must sign the articles of organization. An organizer can be a member of the LLC, a manager of the LLC (if you have chosen a manager-managed structure), a registered agent, an employee of the LLC, or generally any individual or company authorized by the LLC to file.
If you make an error in your articles of organization, or need to update the articles later, you can file an amendment. Most states provide online access to forms for amending the articles of organization.