How to Write Articles of Organization
Articles of organization create a US limited liability company. Nigeria has no LLC, so a Nigerian business registers with the CAC instead.
What a article of organization is
Articles of organization are the filing that brings a US limited liability company into existence.
They are short by design. Unlike an operating agreement, which governs how the company runs internally, this is the public document lodged with the state: the name, the address, the state, and the registered agent. The state accepts it, the company exists.
The distinction between the two is worth holding onto. Articles of organization create the company and are filed publicly. The operating agreement governs the members and is usually kept private. You need both, and they do different jobs.
For a Nigerian business, neither applies. Incorporation happens through the Corporate Affairs Commission, and the company that results is a private company limited by shares rather than an LLC.
Who needs one
Anybody forming an LLC in a US state.
Nigerian founders establishing a US entity, whether to raise American investment or to hold a Nigerian operating company.
People who have been advised to form a US company and want to understand what the filing actually involves before paying somebody to do it.
If you are registering a business in Nigeria, company registration with the CAC is the correct route, and the memorandum and articles of association are prepared as part of it.
Before you start
Have these ready.
The company name, checked for availability in the state and carrying the LLC suffix that state requires.
A registered agent with a physical address in the state of formation.
The company's principal business address.
And the state filing fee, which varies considerably and is worth checking before you commit to a particular state.
The walkthrough
Filling in the form, step by step
Every question you will be asked, what it means, and an example of a good answer.
Step 1 of 2
Article of Organization
The company and the state
The first step names the company and fixes where it exists.
Check name availability before filing. Every state maintains a register and rejects a name too similar to an existing one, so a rejected filing over an unavailable name is the most common and most avoidable delay. Most states allow a name to be reserved for a period while you prepare.
The name must carry the identifier the state requires, usually LLC, L.L.C. or Limited Liability Company. A filing without it is rejected.
The state of formation determines the statute governing the company. It also determines the filing fee and any annual report obligation, both of which vary widely, and it is worth comparing before choosing.
For a Nigerian founder, note that forming in the US does not give the company any standing in Nigeria. A Nigerian operating business still needs its own CAC registration.
- Name of the Company
- The proposed name including the required LLC identifier. Check availability on the state register first and reserve it if the state allows, since a name clash is the most common reason a filing is rejected.
- Address of the Company
- The company's principal business address. It can be outside the state of formation and, for a Nigerian founder, outside the United States, which is acceptable and separate from the registered agent address.
- State of Company
- The state where the LLC is being formed. It fixes the governing statute, the filing fee and any annual reporting obligation, all of which vary considerably between states.
Step 2 of 2
Article of Organization
The registered agent and the signing date
The final step names the registered agent, which is the requirement people underestimate.
A registered agent receives legal documents and official state correspondence on the company's behalf. Every state requires one, and the agent must have a physical street address in the state of formation. A post box will not do, and a filing giving one is rejected.
For a founder living outside the United States, this means engaging a commercial registered agent service. They are inexpensive, they are routine, and there is no way around the requirement.
The consequence of letting the appointment lapse is worth knowing. A company without a registered agent falls out of good standing, which is discovered at the worst possible moment: during due diligence, when opening a bank account, or when trying to close an investment.
The signing date is when the articles are executed. The company exists when the state accepts the filing, not when you sign, so expect a gap between the two.
- Name of the Registered Agent
- The person or firm authorised to receive legal documents for the company in its state of formation. A founder outside the United States will normally engage a commercial registered agent service, which is inexpensive and routine.
- Address of the Registered Agent
- A physical street address in the state of formation. A post box does not satisfy the requirement and the state will reject a filing that gives one.
- What is the date these Articles of Organization will be signed?
- The date of execution. The company comes into existence when the state accepts the filing rather than on this date, so expect a short gap between signing and formation.
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File it and pay the fee
The document does nothing until the state accepts it. Fees and processing times vary by state, and expedited options usually exist for a premium.
Adopt an operating agreement
Articles of organization create the company. The operating agreement governs how it runs, who owns it and how profits are shared. You need both.
Diary the annual report
Most states require an annual filing and fee. Missing it puts the company out of good standing, which surfaces during due diligence or at a bank.
Register in Nigeria separately
A US LLC has no standing in Nigeria. A Nigerian operating business needs CAC registration, and NIPC registration where there is foreign shareholding.
Questions people ask
What are articles of organization?
The public filing that creates a US limited liability company, giving the name, address, state and registered agent. The state accepts it and the company exists.
How is this different from an operating agreement?
Articles of organization create the company and are filed publicly. The operating agreement governs the members internally and is usually kept private. A well run LLC has both.
Do I need a registered agent?
Yes, in every state, with a physical street address in the state of formation. A founder outside the United States engages a commercial service, and there is no way around the requirement.
Can I use this to register a business in Nigeria?
No. Nigeria has no LLC. Registration happens through the Corporate Affairs Commission, and the resulting entity is a private company limited by shares.
How long does formation take?
It depends on the state and whether you pay for expedited processing. The company exists when the state accepts the filing rather than when you sign the document.
What happens if I miss the annual report?
The company falls out of good standing, which is typically discovered during due diligence, at a bank, or when closing an investment. Reinstatement costs more than the report would have.
Documents that go with this
Terms used on this page
Limited Liability Company
A limited liability company is a business registered at the CAC as a separate legal person. It owns its own assets, owes its own debts, and shields its shareholders from personal liability.
Company
A company is a business registered at the CAC as its own legal person, separate from the people who own it. It signs contracts, owns property and owes debts in its own name, which is what keeps those debts away from your personal bank account.
Foreign Company
A foreign company wanting to do business in Nigeria generally cannot open a branch. It must incorporate a Nigerian company, and that requirement catches most first time entrants by surprise.
Certificate of Incorporation
A certificate of incorporation is the document the CAC issues the day your company is registered. It carries your RC number, and it is the proof that banks, clients and government agencies ask for when they want to know the company actually exists.
Registered Office
A registered office is the official address of a company, where legal documents can be served. It must be a real address in Nigeria, and it must be kept current at the CAC.
Corporate Affairs Commission (CAC)
The Corporate Affairs Commission is the federal agency that registers and regulates companies, business names and incorporated trustees in Nigeria. If a business is legally registered here, the CAC is where that happened.
NIPC Registration
A Nigerian company with any foreign shareholding must register with the Nigerian Investment Promotion Commission before it starts business. Incorporation alone is not enough.
Articles of Association
The articles of association are the internal rulebook of a company. They set out how decisions get made, how shares move, and what powers directors have.
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