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Articles of Organization
I need Articles of Organization for a new limited liability company (LLC) in India, specifying the company's name, registered office address, and the names and addresses of the initial members. The document should also outline the management structure, with provisions for member-managed operations and the ability to add new members in the future.
What is an Articles of Organization?
Articles of Organization form the legal foundation document when setting up a Limited Liability Company (LLC) in India. This document outlines essential details like your company's name, registered office address, business purpose, and management structure - similar to how a Memorandum of Association works for private limited companies.
While LLCs aren't as common in India as they are in other countries, Articles of Organization still play a vital role in certain business structures, particularly for foreign companies establishing Indian operations. The document must be filed with the Registrar of Companies and comply with the Companies Act requirements to give your business its legal identity and operating framework.
When should you use an Articles of Organization?
You need Articles of Organization when establishing a Limited Liability Company in India, particularly if you're a foreign business setting up local operations. This document becomes essential right at the start of your company formation process, before you can begin conducting business legally or opening corporate bank accounts.
Filing Articles of Organization is crucial during specific business transitions too - like when converting from a partnership to an LLC structure, expanding operations across state borders, or setting up subsidiary companies. The document protects your personal assets and creates a clear legal framework for your business operations under Indian corporate law.
What are the different types of Articles of Organization?
- Basic Articles: The standard version filed with minimal required information - company name, registered address, business purpose, and management structure.
- Detailed Articles: Enhanced version with comprehensive operational rules, voting rights, profit-sharing mechanisms, and specific business activities.
- Subsidiary Articles: Customized for foreign companies establishing Indian subsidiaries, including cross-border compliance provisions.
- Professional Services Articles: Tailored for service-based businesses like consulting firms, with specialized liability and confidentiality clauses.
- Multi-Member Articles: Designed for LLCs with multiple owners, detailing member rights, responsibilities, and dispute resolution procedures.
Who should typically use an Articles of Organization?
- Business Founders: Initiate and sign the Articles of Organization when establishing their LLC, defining their roles and ownership stakes.
- Legal Counsel: Draft and review the document to ensure compliance with Indian company law and protect founders' interests.
- Company Directors: Oversee implementation and ensure ongoing adherence to the organizational structure outlined in the Articles.
- Registrar of Companies: Reviews, approves, and maintains official records of the Articles as part of company registration.
- LLC Members: Bound by the Articles' provisions regarding voting rights, profit sharing, and operational procedures.
How do you write an Articles of Organization?
- Company Details: Gather your proposed LLC name, registered office address, and business objectives.
- Member Information: Compile details of all founding members, including their PAN numbers and proof of identity.
- Capital Structure: Determine initial capital contribution and profit-sharing ratios among members.
- Management Framework: Define roles, voting rights, and decision-making processes.
- Digital Signatures: Obtain Digital Signature Certificates for all designated signatories.
- Supporting Documents: Prepare address proof, identity documents, and NOC from property owner.
- Review Process: Our platform generates legally compliant Articles, ensuring all mandatory elements are included.
What should be included in an Articles of Organization?
- Company Identity: Legal name, registered office address, and business purpose clearly stated.
- Ownership Structure: Names of all members, their contributions, and ownership percentages.
- Management Provisions: Decision-making processes, voting rights, and meeting procedures.
- Capital Details: Authorized capital, initial contributions, and profit-sharing arrangements.
- Operational Rules: Day-to-day management responsibilities and operational procedures.
- Transfer Provisions: Rules for transferring membership interests and adding new members.
- Dissolution Terms: Procedures for winding up the LLC and asset distribution.
- Compliance Statement: Declaration of adherence to Indian Companies Act requirements.
What's the difference between an Articles of Organization and an Articles of Association?
Articles of Organization are often confused with Articles of Association, but they serve different purposes in Indian business law. While both documents establish company governance, their application and legal context differ significantly.
- Legal Structure: Articles of Organization are specifically for LLCs, while Articles of Association govern private and public limited companies under the Companies Act, 2013.
- Content Scope: Articles of Organization focus on basic LLC formation details, while Articles of Association contain more comprehensive internal management rules.
- Flexibility: LLC Articles offer more flexibility in management structure, whereas Articles of Association must follow stricter statutory requirements.
- Amendment Process: Changing Articles of Organization typically requires fewer formalities than modifying Articles of Association, which needs shareholder approval and ROC filing.
- Regulatory Oversight: Articles of Association face more rigorous scrutiny from regulatory authorities and require more detailed compliance documentation.
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