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Articles Of Organization And Certificate Of Organization for the United States

Articles Of Organization And Certificate Of Organization Template for United States

The Articles of Organization and Certificate of Organization are foundational legal documents required to establish a Limited Liability Company (LLC) in the United States. These documents, filed with the state's Secretary of State office, officially create the LLC as a legal entity and provide essential information about the company's structure, management, and purpose. Requirements vary by state but typically include company name, registered agent details, management structure, and member information.

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What is a Articles Of Organization And Certificate Of Organization?

Articles of Organization and Certificate of Organization are fundamental documents required when forming an LLC in any U.S. state. These documents serve as the LLC's 'birth certificate' and must be filed with the appropriate state authority, typically the Secretary of State's office. They contain critical information about the company including its name, registered agent, business purpose, and management structure. The specific requirements and terminology may vary by state, but these documents are essential for creating the legal framework that provides liability protection and establishes the company's existence under state law.

What sections should be included in a Articles Of Organization And Certificate Of Organization?

1. Article 1: Company Name and Address: Legal name of the LLC and principal place of business

2. Article 2: Registered Agent: Name and address of registered agent for service of process

3. Article 3: Purpose: General statement of business purpose

4. Article 4: Duration: Period of existence (perpetual or specific term)

5. Article 5: Management Structure: Whether member-managed or manager-managed

6. Article 6: Members: Initial member information (if required by state)

What sections are optional to include in a Articles Of Organization And Certificate Of Organization?

1. Article 7: Additional Provisions: Special provisions or restrictions for specific operational or structural requirements

2. Article 8: Capital Contributions: Initial capital structure documentation and member investments

3. Article 9: Dissolution Provisions: Specific dissolution terms when different from statutory default rules

What schedules should be included in a Articles Of Organization And Certificate Of Organization?

1. Schedule A: Member Information: Detailed list of members and ownership percentages

2. Schedule B: Initial Capital Contributions: Itemized list of initial member contributions

3. Appendix A: Operating Agreement Reference: Reference to operating agreement if it exists at formation

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

United States

Publisher

Ƶ

Cost

Free to use
Clauses




















Industries

State LLC Laws: Individual state Limited Liability Company Acts, including state-specific filing requirements and regulations, and applicable state business corporation laws

Internal Revenue Code: Federal tax regulations and requirements affecting the formation and operation of LLCs

Federal Securities Laws: Federal regulations governing securities, which may apply depending on the LLC's structure and activities

Federal Employment Laws: Federal regulations regarding employment if the LLC plans to have employees

Uniform Limited Liability Company Act: Model legislation that provides a standardized framework for LLC laws, though adoption varies by state

State Secretary of State Requirements: Specific filing and documentation requirements set by each state's Secretary of State office

State Naming Requirements: State-specific rules and restrictions regarding LLC name selection and registration

Registered Agent Requirements: Legal requirements for maintaining a registered agent in the state of formation

Filing Fees and Deadlines: State-mandated fees and submission deadlines for Articles of Organization

Documentation Requirements: Specific documents, forms, and information required for LLC formation in the state

Signature and Notarization: Legal requirements for signing and notarizing formation documents

Publication Requirements: Requirements in certain states to publish notice of LLC formation in approved newspapers

Industry Regulations: Specific regulations that apply to the LLC's intended industry or business sector

Local Business Licensing: Municipal and local requirements for business licenses and permits

Professional Licensing: Special licensing requirements for professional service LLCs

Foreign LLC Registration: Requirements for registering to do business in states other than the state of formation

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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