Articles of Incorporation are a set of formal documents that establish the existence of a company in the United States and Canada. The LLC’s purpose. In most states, the filing requirements for a corporation or an LLC are very similar. Articles of Incorporation are used by businesses that are registering with a state as a corporation, and LLCs, like corporations, are entities that provide, among other things, the benefit of protecting the personal assets of the owners of the business. The main purpose is to have something in writing to file with the state that covers the essential information the state requires, such as the LLC’s registered agent and organizer. More complicated articles of organization go beyond the basics of LLC formation and include instructions for management of the LLC. Most states require that you include some designation that this is an LLC by including "LLC" or other similar wording in the company name. The duration of the LLC. It spells out the minimum information about the corporation that is required by the laws of the state. It’s best to use the form provided by your state unless you have an attorney draft your Articles of Organization. Articles of Organization (Form LLC-1) To form a limited liability company (LLC), you must file Articles of Organization (Form LLC-1) with the California Secretary of State. Articles of Organization for an LLC with the ability to establish a series – $400 filing fee (plus a $100 expedited fee, optional) Your credit card account will be charged at the time you transmit the proposed Articles of Organization to the Secretary of State's office. The articles of incorporation document describes the legal structure of the business and provides for its governance, such as a board of directors. The LLC's name must be unique within its jurisdiction, and founders can use an online name search tool to determine whether their desired name is available. For example, the articles might state how and when to distribute profits, name managing members, detail voting procedures, and identify various officers for the LLC. Once the state approves your nonprofit’s articles, the organization officially exists, but that doesn’t mean it’s quite ready to pursue its mission. This form was prepared by the New York State Depa rtment of State for filing articles of organization for a domestic limited liability company. Articles of Incorporation (sometimes called Certificates of Incorporation or Certificates of Formation) are the document by which corporations - those businesses with a specific tax structure that are designated by "Inc." or "Corp." - are established, state by state. The name of the LLC. An Articles of Incorporation, also commonly known as a Certificate of Incorporation is a This filing puts the state and locality on notice that you intend to do business there. Foreign Corporations; File Name 2021 File Upload Information; Foreign Corporation Application for Registration : ForeignCorporationRegistration.pdf: This form can be filled out on your computer and then printed. There are also certain identifying terms that the state will not allow an LLC to use, such as “Bank,” “Attorney,” or “University,” or any other term that might confuse the public. Does an LLC Have Articles of Incorporation? In writing your articles of incorporation, you should always begin by providing its necessary information, such as its name and the address of its principal place of business. In a few states, the same format can be used for both corporations and LLCs. What is the General Format of the Articles of Incorporation? Florida law, which requires a corporation to operate within the parameters of its organizing document, makes the articles of incorporation publicly available to protect consumers and to provide for regulation of corporations in the state. While each state may have additional requirements for the information included in an LLC's articles of organization, every state requires the following: Business name. Note, the statement of purpose does not have to be specific, and something like “to engage in any lawful business for profit,” will usually suffice. LLC Articles of Organization can be long and drawn out, or they can be drastically simplified. Many small and medium-sized businesses like the idea of forming an LLC because it provides the owner(s) with personal liability protection and shields personal assets from the LLC’s financial debt or legal liabilities. Thank you for subscribing to our newsletter! We are not a law firm, or a substitute for an attorney or law firm. An LLC is a different kind of business entity with a structure that's usually less complex than that of a corporation. Once the Articles of Incorporation are filed and accepted, the LLC is now a legal entity ready to do business in the state. Was this document helpful? filed with the Division of Corporations may be obtained by submitting a written request to the New York State Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231. The articles of incorporation, sometimes called the certificate of incorporation, or charter, declares the desire of an individual or group of individuals to become a corporation. Secretary of State forms are NOT for use by Insurance Corporations or Financial Institutions. Not-for-Profit Articles of Incorporation Instead of articles of incorporation, LLCs file articles of organization. Filings and information contained in filings you submit to the Secretary of State are public record, including names, phone numbers, email addresses, and mailing and street addresses, except as provided in statutes. © LegalZoom.com, Inc. All rights reserved. The registered agent is the individual or business the LLC authorizes to accept delivery of legal documents, including service of process. Attorneys with you, every step of the way. A registered agent can be a person or another corporation, but it cannot be the LLC itself. Many businesses decide to incorporate—that is, to form the business as a corporation. Co.” “Limited Co.” or any other term that identifies it as an LLC. The Department of Business Services database includes information regarding corporations, not-for-profit corporations, limited partnerships, limited liability companies and limited liability partnerships, as well as, other business-related information. The written request should include the following information: If the proposed Articles of Organization are not accepted, the charge to your account will be reversed. This includes the name of the business, its main address, the name and address of the corporation’s registered agent, and what type of corporation it will be. Watch our video to compare the two most common entity types chosen by new businesses, corporations and limited liability companies, and learn about the advantages and disadvantages of each. Privacy Policy. Operating Agreements are to be maintained by the LLC and . Some LLCs choose to file basic, minimal articles. For a business to be legally recognized as a corporation Corporation A corporation is a legal entity created by individuals, stockholders, or shareholders, with the purpose of operating for profit. Unless the LLC will last in perpetuity, the owner(s) must state the time period for which they want the LLC to last. Articles of Incorporation must include detailed information about the corporation being formed. Finally… Many states will automatically assume the LLC will last forever unless the owner(s) notes differently. Many states do not require operating agreements at all. To avoid issues related to identity theft you should avoid using and submitting confidential information in public filings unless specifically required by statute. 5. You should also include the name and address of it’s authorized agent as well. If the actual articles of incorporation are available for download, you'll see a link to view them. When forming an LLC, it is helpful to work off of an LLC Articles of Incorporation template when registering your business. The statements and opinions are the expression of author, not LegalZoom, and have not been evaluated by LegalZoom for accuracy, completeness, or changes in the law. Most states have a free Articles of Organization form available on the Secretary of State’s website . 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