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Understanding the LLC Articles of Organization

  • Articles of organization formally establish a limited liability company (LLC) with the state
  • Provides basic information about the company and its members
  • Distinct from an LLC operating agreement

When establishing a limited liability company, it’s necessary to file articles of organization to formally register the business with the state. It’s a simple process similar to the articles of incorporation that are filed when founding a corporation.

This document is sometimes referred to as a certificate of organization (this is the case in Connecticut) or a certificate of formation. It is filed with the state’s registrar or secretary of state to legally create the LLC as a registered business entity subject to state laws.

Articles of organization establish the obligations of members, including duties, rights, powers, and liabilities. The appropriate state office typically provides a form for a business owner to fill out. Requirements differ from state to state, but often ask for the following information:

  • The name of the company
  • The company’s address
  • LLC members and managers as well as their information, such as physical addresses and contact information
  • The purpose of the LLC
  • The effective start date of the LLC
  • The duration of the LLC (this can be capped or perpetual)

It is recommended that business owners do a search of existing companies to see if their company name is already registered with the state as an LLC. If so, it will be necessary to choose a new name to avoid having the application rejected.

The LLC must designate a registered agent who can receive official papers related to the LLC. This entity must have a physical address and be located in the same state as the company.

Once completed, the articles of organization must be signed by an authorized representative of the company. It is also advisable that the LLC members establish an operating agreement to guide company decisions and avoid disagreements.

The Connecticut Secretary of State provides a certificate of organization form that is two pages long with two pages of instructions. It also requires a $120 filing fee and requires an annual report to be submitted yearly after the organization.

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