The Certificate of Incorporation for LLC is the foundational document required when establishing a Limited Liability Company in any U.S. state. This document must be filed with the appropriate state authority to legally create the LLC entity. It includes essential information such as the company name, registered agent, principal office address, management structure, and business purpose. The certificate serves as public record and provides the basic framework for the company's existence, though more detailed operational guidelines are typically outlined in a separate Operating Agreement.
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1. Article I - Company Name: Legal name of the LLC including required designators (LLC, L.L.C., etc.)
2. Article II - Registered Office and Agent: Physical address of the registered office and details of the registered agent in the state of formation
3. Article III - Purpose: Statement of business purpose and powers of the LLC
4. Article IV - Duration: Period of existence of the LLC (typically perpetual unless specified otherwise)
5. Article V - Management: Declaration of management structure (member-managed or manager-managed)
1. Article VI - Members: Information about initial members and their rights when required by state law
2. Article VII - Capital Contributions: Details of initial capital structure and contributions when needed for state filing
3. Article VIII - Additional Provisions: Special provisions, restrictions, or requirements specific to the LLC's operation
1. Schedule A - Member Information: Detailed listing of members' names, addresses, and ownership percentages
2. Schedule B - Initial Capital Contributions: Itemized breakdown of initial capital contributions by members
3. Exhibit A - Operating Agreement: Reference to or copy of the LLC Operating Agreement
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