By Jake Lawson, LLC Formation Strategist
The Articles of Organization is the document that officially creates your LLC. After helping over 1,200 entrepreneurs file these documents, I can tell you that most people overthink what should be a straightforward process.
Here’s the reality: Articles of Organization are simpler than you think, but getting them wrong can cause expensive problems later. Let me walk you through exactly what you need to know, including the common mistakes that can trip you up.
What Are Articles of Organization? (The Simple Answer)
Articles of Organization is the official document you file with your state to legally create your LLC. Think of it as your LLC’s “birth certificate”—it’s what makes your business officially exist in the eyes of the law.
Different states call this document by different names:
- Articles of Organization (most common)
- Certificate of Formation (Texas, Delaware)
- Certificate of Organization (several states)
- Articles of Formation (some states)
They’re all the same thing. Don’t let the different names confuse you.
Same Document, Different Names: Articles of Organization, Certificate of Organization, Certificate of Formation—it’s all the same LLC formation document. States just like being different. Texas calls it one thing, Delaware another, California something else. After filing in all 50 states, I’ve learned to ignore the naming circus. They all do one job: make your LLC legally exist.
What Happens When You File Articles of Organization:
- Your LLC becomes a legal entity separate from you personally
- You get liability protection for your personal assets
- You can open business bank accounts and conduct business legally
- Your business name is reserved in that state
- You can apply for an EIN with the IRS
What Information Goes in Articles of Organization
After filing these documents in all 50 states, here’s what you’ll typically need:
Required Information (Almost Every State):
1. LLC Name
- Must include “LLC,” “Limited Liability Company,” or approved abbreviation
- Must be unique in your state
- Cannot be deceptively similar to existing businesses
2. Registered Agent
- Person or company with a street address in your state
- Available during business hours to receive legal documents
- Can be you, a friend, or a professional service
3. Business Address
- Can be your home address, office, or registered agent’s address
- Must be a street address (not a P.O. Box in most states)
- Will appear on public records
4. Organizer Information
- Person filing the documents
- Doesn’t have to be an owner of the LLC
- Can be you, your attorney, or a formation service
5. Effective Date
- When you want the LLC to officially exist
- Can be the filing date or a future date (usually up to 90 days)
Optional Information (Some States):
6. Management Structure
- Member-managed or manager-managed
- Not required in all states
- Can be decided later in operating agreement
7. Duration
- How long the LLC will exist
- Most choose “perpetual” (forever)
- Can specify an end date if needed
8. Purpose
- What business activities the LLC will conduct
- Most states allow “any lawful business purpose”
- Can be specific or general
State-Specific Variations (What Makes Each State Different)
Simple States (Minimal Information Required):
Wyoming, Nevada, Delaware: Basic information only
Filing Fees: $50-120
Processing Time: 1-5 business days
Complex States (More Information Required):
New York, California: Additional requirements like publication
Filing Fees: $200-500+
Processing Time: 2-4 weeks
Unique Requirements to Watch For:
California: Must file Statement of Information within 90 days
New York: Publication requirement in local newspapers ($1,000-5,000)
Illinois: Must include specific management language
Texas: Can include liability limitations for managers
Jake’s State Strategy: Don’t choose a state just because filing is cheaper. The ongoing compliance and tax implications matter more than saving $50 on formation.
How to File Articles of Organization (Step-by-Step)
Option 1: File Online (Recommended)
Advantages:
- Faster processing (1-7 business days vs. 2-4 weeks by mail)
- Immediate confirmation of submission
- Electronic delivery of approved documents
- Lower chance of errors or rejection
Process:
- Visit your state’s Secretary of State website
- Find the LLC formation section (usually under “Business Services”)
- Complete the online form with required information
- Pay filing fee with credit/debit card
- Submit and receive confirmation number
- Download approved documents when processing is complete
Option 2: File by Mail
When to use mail filing:
- Online system is down or unavailable
- You need to include complex attachments
- You prefer paper documentation
Process:
- Download forms from state website
- Complete forms by hand or computer
- Include filing fee (check or money order)
- Mail to Secretary of State office
- Wait 2-4 weeks for processing
- Receive approved documents by mail
Filing Fees Across the United States:
| State | Filing Fee | Processing Time |
| Wyoming | $50 | 1-2 business days |
| Colorado | $50 | 3-5 business days |
| Delaware | $90 | 5-7 business days |
| Texas | $300 | 5-10 business days |
| California | $70 | 5-10 business days |
| New York | $200 | 5-10 business days |
| Massachusetts | $520 | 7-10 business days |
Jake’s Filing Fee Reality: Don’t choose your state based on filing fees alone. A $50 difference in formation costs is meaningless if you face higher ongoing taxes or compliance requirements.
Who Can Sign Articles of Organization (The Organizer)
The person who signs and files the Articles of Organization is called the “Organizer.” This is an important but often misunderstood role.
Who Can Be the Organizer:
- You (the future LLC owner)
- An attorney you hire
- A formation service company
- A friend or family member
- Anyone 18+ years old
Who CANNOT Be the Organizer:
- Minors (under 18)
- Convicted felons (in some states)
- Non-residents (in a few states)
Important: Organizer ≠ Owner
Common misconception: The organizer must be an owner of the LLC.
Reality: The organizer just files the paperwork. They don’t automatically become an owner.
Real-world example: I regularly serve as organizer for client LLCs. I file their paperwork, but I’m not an owner of their companies. Ownership is determined by the operating agreement, not who filed the formation documents.
Common Articles of Organization Mistakes (And How to Avoid Them)
Mistake #1: Choosing the Wrong LLC Name
What happens: Name rejection, delays, potential trademark issues How to avoid:
- Search your state’s business name database first
- Check for trademark conflicts
- Verify domain name availability
- Include required designators (LLC, Limited Liability Company)
Mistake #2: Using the Wrong Address Type
What happens: Mail delivery problems, privacy issues, compliance complications Address options and implications:
- Home address: Public record, privacy concerns
- Business address: Professional appearance, may not exist yet
- Registered agent address: Privacy protection, professional handling
Jake’s address strategy: If privacy matters, use a registered agent service address throughout your formation documents.
Mistake #3: Forward-Dating Incorrectly
What happens: Unnecessary tax filings, missed deadlines, complications
When forward-dating makes sense:
- Filing in October-December but not operating until January
- Coordinating with business lease or contract start dates
- Tax planning purposes
When NOT to forward-date:
- You want to start business activities immediately
- You need to open bank accounts or get financing soon
- You’re not sure when you’ll actually start operating
Mistake #4: Choosing Wrong Management Structure
What happens: Banking complications, authority confusion, operational problems
Member-managed: All owners can make decisions and sign contracts
Manager-managed: Only designated managers have authority
Jake’s management advice: When in doubt, choose member-managed. It’s simpler and matches how most small businesses actually operate.
Mistake #5: Incomplete or Inaccurate Information
Common errors:
- Misspelled names or addresses
- Wrong ZIP codes
- Inconsistent information across documents
- Missing required signatures
How to avoid: Double-check everything before submitting. Most states charge $25-50 to correct errors.
After Filing: What Happens Next
Timeline for Approval:
Online filing: 1-10 business days (depending on state)
Mail filing: 2-4 weeks
Expedited processing: Same day to 24 hours (extra fee required)
What You’ll Receive:
- Approved Articles of Organization (or Certificate of Formation)
- State filing confirmation
- Official LLC documentation for banking and business use
Immediate Next Steps:
- Apply for EIN with the IRS (free, takes 15 minutes online)
- Open business bank account using approved Articles and EIN
- Create operating agreement (not filed with state, but legally important)
- Register for state taxes if required
- Obtain business licenses if needed for your industry
Articles of Organization vs. Operating Agreement (Important Distinction)
Many entrepreneurs confuse these two documents:
Articles of Organization:
- Filed with the state (public record)
- Creates the LLC legally
- Basic information only
- Required in all states
- Costs money to file and amend
Operating Agreement:
- Internal document (not filed with state)
- Governs how LLC operates
- Detailed rules and procedures
- Highly recommended but usually not required
- Can be amended without state involvement
Jake’s take: Articles of Organization create your LLC, but the operating agreement determines how it actually works. Both are important, but for different reasons.
When to Amend Articles of Organization
You’ll need to file an amendment if you change:
Common Reasons for Amendments:
- LLC name change ($25-100 fee)
- Registered agent change ($25-50 fee)
- Business address change ($25-50 fee)
- Management structure change ($25-100 fee)
Information You CAN’T Change:
- Formation date (this is historical)
- State of formation (would require dissolving and reforming)
- Original organizer (this is historical record)
Do You Need an Attorney for Articles of Organization?
Short answer: Probably not for simple LLCs.
DIY When:
- Single-member or simple multi-member LLC
- Standard business activities
- No complex ownership structures
- Comfortable following state forms
Hire Attorney When:
- Complex ownership or management structures
- Regulated industries with special requirements
- Multi-state operations
- Substantial liability concerns
- Want custom protective language
Cost comparison:
- DIY: Just state filing fee ($50-500)
- Formation service: $0-300 + state fee
- Attorney: $500-2,000 + state fee
My State-by-State Recommendations
Best Overall Value:
Wyoming: $50 fee, simple process, business-friendly laws Delaware: $90 fee, well-established legal system, good for future investment
Avoid Unless You Live/Work There:
California: High fees, complex requirements, expensive ongoing compliance
Massachusetts: Highest filing fee ($520), complex requirements
Good for Specific Situations:
Texas: No state income tax, good for revenue-generating businesses
Nevada: Privacy-friendly, no state income tax
New York: Required if doing substantial business in New York
Frequently Asked Questions
Can I change my Articles of Organization after filing?
Yes, but you’ll need to file an amendment with your state and pay a fee ($25-100 typical). Some changes (like name or address) are straightforward, while others (like management structure) might require more documentation.
Do I need to include member names in Articles of Organization?
Most states don’t require member (owner) names in the Articles of Organization. Ownership is typically documented in your operating agreement, which isn’t filed with the state.
Can I use a template I found online?
I strongly recommend using your state’s official form instead of generic templates. State forms ensure you include all required information and use the correct format.
What if my Articles of Organization are rejected?
Common rejection reasons include name unavailability, incomplete information, or incorrect fees. The state usually explains why it was rejected, and you can correct the issues and refile.
Can I file Articles of Organization for multiple LLCs with the same name?
No, each LLC needs a unique name within the state. You can’t have two LLCs with identical names, even if you own both.
Do I need Articles of Organization if I’m just testing a business idea?
If you want liability protection and the ability to open business bank accounts, yes. However, you might consider waiting until you’re sure about the business to avoid unnecessary filing fees and ongoing compliance.
Jake’s Final Recommendations
After helping 1,200+ entrepreneurs file Articles of Organization, here’s my practical advice:
Keep it simple. Don’t overcomplicate your Articles of Organization with unnecessary language or complex structures. You can always amend later.
Use your state’s official forms. Generic templates often miss state-specific requirements and cause rejections.
Plan for privacy. If keeping your personal address private matters, use a registered agent service from the beginning.
File online when possible. It’s faster, more reliable, and gives you immediate confirmation.
Don’t cheap out on the wrong things. Saving $50 on filing fees isn’t worth choosing the wrong state for your business.
Get your EIN immediately after approval. You’ll need it for banking and tax purposes.
Most importantly: Articles of Organization are just the beginning. Formation is easy—building a successful business is the hard part. Don’t get so focused on the paperwork that you forget to serve customers and generate revenue.
Jake Lawson has filed Articles of Organization for over 1,200 LLCs across all 50 states. His guidance is based on real-world experience with state requirements, common mistakes, and what actually works for growing businesses. For more LLC formation resources and state-specific guides, visit llciyo.com.
Ready to file your Articles of Organization? Download your state’s official forms and follow the step-by-step process, or consider a professional formation service if you want help navigating the requirements. The most important step is taking action on your business idea.