Articles of Organization: the Filing That Creates a US LLC
This is a United States document. Articles of organization are filed with a state's business filing office to bring a limited liability company into legal existence. Until they are filed and accepted, the LLC does not exist.
Nigeria has no equivalent filing, because Nigeria has no LLC. A Nigerian business incorporates at the Corporate Affairs Commission under the Companies and Allied Matters Act 2020, submitting a memorandum and articles of association, and you can start that here with business registration. Our guide on what it costs to register a limited company in Nigeria covers the fees and timelines.
If you are forming an LLC in a US state, this is the right page.
What the Document Is Called Where You Are Filing
The name varies by state, which causes a good deal of confusion when people search for it.
Most states call it articles of organization. Delaware, Texas and Washington call it a certificate of formation. Iowa, Massachusetts, New Hampshire, Pennsylvania and Utah call it a certificate of organization. They do the same job, and each state prescribes its own form and fee.
Because the form is prescribed, you file on the state's version rather than your own. A prepared document like this one is for working out the content, checking you have everything, and keeping a record, before you transcribe it onto the state form.
The Name, and Getting It Cleared
The LLC's name has to include a designator showing what it is: Limited Liability Company, LLC or L.L.C., depending on what the state accepts.
It must be distinguishable from every other entity already registered in that state. Search the state's business entity database before filing, because a rejected filing costs you the fee and the time. Adding "of Texas" or changing punctuation is usually not enough to make two names distinguishable.
Some words are restricted and need approval or a licence: bank, trust, insurance, university and their variants are the common ones. Others are prohibited outright, particularly anything implying a government connection.
If you are not ready to file but want to hold the name, most states let you reserve it for a period on payment of a small fee.
The Registered Agent
Every US LLC must have a registered agent with a physical street address in the state of formation, available during business hours to accept legal documents on the company's behalf. A post office box will not do.
You can be your own agent if you live in the state, which is cheaper but puts your home address on a public record and ties you to being available. A commercial registered agent service typically costs a modest annual fee and is the normal choice for anybody forming out of state.
This is not a formality to skip. If the agent details lapse, a lawsuit can be served and a default judgment entered without the company ever hearing about it, and the state can administratively dissolve the LLC for failing to maintain an agent.
The Rest of the Content
Principal office address. Where the business operates, which may be outside the state of formation.
Management structure. Whether the LLC is member managed or manager managed. Most states ask, and some require the managers to be named.
Purpose. Many states accept a general statement covering any lawful business. A few want something more specific, and some regulated activities have to be stated.
Duration. Usually perpetual, but a fixed term is possible.
Effective date. Immediate on filing, or a future date. A late December formation with a January effective date is a common way to avoid a tax year and an annual report for a few days of existence.
Organizer. The person filing, who signs. The organizer does not have to be a member.
What Has to Happen After Filing
Filing creates the entity. It does not finish the job, and this is where new owners lose momentum.
Get an employer identification number from the Internal Revenue Service. Banks require it.
Adopt an operating agreement. The articles create the company; the operating agreement governs how it runs. A few states require one.
Open a company bank account and keep company money strictly separate from personal money. Mixing them is the behaviour that puts limited liability at risk.
Check publication requirements. New York, Arizona and Nebraska require notice of formation to be published, and in New York the cost can exceed the filing fee substantially.
Register where you actually do business. Forming in Delaware while operating in Georgia means registering as a foreign LLC in Georgia too, with its own fee and agent.
Diarise the annual report and any franchise tax. Missing these is the commonest way a functioning LLC loses good standing.
Frequently Asked Questions About Articles of Organization
What is the Nigerian equivalent? Incorporation at the Corporate Affairs Commission under CAMA 2020, filing a memorandum and articles of association for a company limited by shares. There is no Nigerian LLC and no Nigerian articles of organization.
Which state should I form my LLC in? Usually the state where you actually do business, because you will have to register there anyway. Delaware and Wyoming are popular for particular reasons, mainly investor familiarity and privacy, and forming out of state means paying and filing in two states rather than one.
Can I be my own registered agent? Yes, if you have a physical street address in the state of formation and can be available during business hours. The trade off is that the address becomes public and the responsibility is yours.
How long does it take? From same day to several weeks depending on the state and whether you pay for expedited processing. Online filing is generally much faster than filing on paper.
Is the operating agreement filed with the articles? No. The articles are a public filing that creates the company. The operating agreement is internal and stays with the company records.
Getting Your Articles of Organization Right
The parts that cause rejections and later problems are the name clearance, the registered agent details, and the follow up steps nobody diarised.
Answer a few questions and you will have your articles of organization content prepared, ready to download in Word and PDF. Registering a Nigerian company instead? Start with business registration.