A limited liability company (LLC) is a popular structure for many startups and small businesses. To properly form an LLC, the founders must legally register their company with the state in which it’s being created. The details required to register an LLC often vary from one state to another, including the name and types of the LLC organizational documents that founders must complete and file to register their company.
In this article, we’ll cover formation documents, operating agreements, and other notable organizational documents you may encounter as you build your LLC.
LLC formation documents
In every state in the U.S., an LLC—whether it’s a single-member LLC or multi-member LLC—must file some type of legal document to register its formation as a business entity. The name of the document depends on the state, but it will typically require some of the same key information from the company and its business owners.
These details include:
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The LLC name
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Business purpose
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Principal address
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The name and physical address of the LLC’s registered agent, who is responsible for receiving any legal and tax correspondence related to the business
Note that after you have formed your LLC, you’ll typically need an Employee Identification Number (EIN). This can be obtained by filling out Form SS-4 with the Internal Revenue Services ( IRS). You’ll also need an EIN if you plan to open a business bank account.
LLC Articles of Organization
In the following states, the formation document that an LLC must file to create the legal entity is called the Articles of Organization:
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Alaska
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Arizona
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Arkansas
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California
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Colorado
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District of Columbia
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Florida
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Georgia
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Hawaii
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Illinois
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Indiana
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Kansas
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Kentucky
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Louisiana
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Maryland
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Michigan
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Minnesota
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Missouri
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Montana
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Nevada
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New Mexico
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New York
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North Carolina
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North Dakota
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Ohio
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Oklahoma
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Oregon
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Rhode Island
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South Carolina
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South Dakota
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Tennessee
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Vermont
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Virginia
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West Virginia
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Wisconsin
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Wyoming
Filing articles of organization
The process for filing your LLC’s articles of organization is relatively simple and similar in every state. The company typically has to fill out a form including its company name, business purpose, principal place of business , and other basic information. It then submits this form either physically or online and pays a fee to the relevant state agency.
LLC Certificate of Formation
The primary formation document required to create an LLC is called the Certificate of Formation in the following states:
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Alabama
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Delaware
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Maine
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Mississippi
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New Hampshire
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New Jersey
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Texas
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Washington
LLC Certificate of Organization
The primary formation document required to create an LLC is called the Certificate of Organization is in the following states:
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Connecticut
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Idaho
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Iowa
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Massachusetts
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Nebraska
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Pennsylvania
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Utah
Articles of Incorporation for corporations
If a company is forming as a corporation, rather than an LLC, it will file a Certificate of Incorporation (or in some states, Articles of Incorporation) to legally establish itself with the state. The information included in a Certificate of Incorporation is similar to what is provided in Articles of Organization or a Certificate of Formation, but since LLCs and corporations are different kinds of legal entities, they have different names for their organizational documents.
LLC operating agreement
Around the time when they submit their Articles of Organization or similar organizational document, many LLCs also draft their operating agreement. An operating agreement is not legally required in most states, but most LLCs choose to create one as a way to define the company’s governance and avoid future conflicts among members of the LLC or investors.
The operating agreement typically includes more details than those found in the Articles of Organization or similar formation documents. This agreement includes additional information about ownership percentages, succession planning, and how the LLC plans to distribute any profits among its members.
Other notable LLC documents
Over the course of its lifespan, an LLC may need to file several other types of documents with its Secretary of State, the IRS, or related government body. Again, the formal names of these documents can vary by state. Some of these include:
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Certificate of Amendment: Used to make amendments to an LLC’s existing Articles of Organization or equivalent
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Certificate of Correction: Used to correct a mistake in existing Articles of Organization or equivalent
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Certificate of Dissolution: Used to formally dissolve or terminate an LLC under state law
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Certificate of Merger: Used to formally merge an LLC with another legal entity
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Conversion forms: Used to convert an LLC to a different business structure, such as a corporation or partnership
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Buy-sell agreement: Used to transfer ownership of an LLC if and when existing members leave the business
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Equity incentive plans: A written agreement that explains how the company shares ownership with employees and consultants
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Tax forms: The Schedule K-1 Form and Form 1065 are two tax documents LLCs must use on an annual basis to break down each partner’s share of income, losses, deductions, and credits
