LLC Articles Of Association Template for the United States

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What is a LLC Articles Of Association?

LLC Articles of Association are essential formation documents required when establishing a Limited Liability Company in the United States. They serve as the foundational charter that legally creates the LLC and defines its basic framework. This document must be filed with the appropriate state authority and typically includes crucial information such as the company's name, purpose, registered agent, principal office address, management structure, and member details. The specific requirements and format vary by state, and the document must comply with state-specific LLC laws and regulations. It's a prerequisite for obtaining an EIN, opening business bank accounts, and conducting business operations.

Reviewed by

Swetha Meenal

Legal Engineer, GenieAI

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A lawyer, legal researcher and legal tech founder, Swetha has built AI products deployed inside Tier 1 firms and enterprises. She ensures GenieAI's alignment with the latest regulation and executes testing on the legal robustness of Genie output.

Reviewed by

Imad Mohammed Nazar

Legal Engineer, GenieAI

Imad Mohammed Nazar profile photo

A Skadden-trained M&A lawyer, Imad advised on cross-border transactions and contractual risk before moving into legal AI. He reviews GenieAI's output for compliance and enforceability across our 150+ supported jurisdictions, as well as facilitating external benchmarking.

Jurisdiction

United States

Publisher

GenieAI

Sector

Business

Cost

Free to use

Last updated

About the LLC Articles Of Association

When you're ready to establish a Limited Liability Company in the United States, LLC Articles of Association are your first legal requirement. These foundational documents officially create your business entity and provide the legal framework for your company's existence. You'll need to file these articles with your state's Secretary of State office along with the required filing fee to legally establish your LLC.

When do you need this document?

You must prepare and file LLC Articles of Association whenever you're forming a new Limited Liability Company. This is required whether you're starting a single-member LLC, a multi-member partnership-style LLC, or a manager-managed company with outside investors. The articles are also necessary when converting an existing business structure (such as a sole proprietorship or partnership) into an LLC, or when establishing a subsidiary LLC under a parent company. Without properly filed articles, your business cannot legally operate as an LLC or enjoy limited liability protection.

Key legal considerations

Your Articles of Association must include several mandatory elements to ensure legal compliance and operational clarity. The company name must be unique within your state and include "LLC" or "Limited Liability Company" in the title. The registered agent provision is crucial-this person or entity must have a physical address in your state and be available during business hours to receive legal documents. The management structure clause determines whether your LLC will be member-managed (where all members participate in daily operations) or manager-managed (where designated managers handle business decisions). Duration clauses specify whether your LLC has a finite lifespan or continues indefinitely. Member information requirements vary by state but typically include names and addresses of initial members.

Legal requirements in United States

Each state has specific statutory requirements for LLC Articles of Association under their respective LLC Acts. Most states require filing through the Secretary of State's office with fees ranging from $50 to $500. Some states mandate additional provisions such as dissolution procedures, member withdrawal terms, or specific business purpose statements. Federal tax elections under the Internal Revenue Code affect how your LLC is taxed-you can choose partnership taxation, corporate taxation, or single-member disregarded entity status. If your LLC will issue membership interests to investors, federal and state securities laws may apply, requiring additional disclosures or registrations. Employment law considerations become relevant if you plan to hire employees, triggering compliance with wage and hour laws, workplace safety regulations, and tax withholding requirements. Always verify current requirements with your state's business filing office, as regulations and fees change periodically.

GOVERNING LAW

Applicable law

This LLC Articles Of Association is drafted to comply with United States law. Key legislation includes:

State LLC Laws: State-specific legislation governing LLC formation and operation. Each state has its own LLC Act or statute that determines specific requirements and procedures for LLC registration and compliance.

Internal Revenue Code: Federal tax regulations that govern how LLCs are taxed, including options for tax treatment (partnership, corporation, or disregarded entity) and compliance requirements.

Securities Laws: Federal and state securities regulations that may apply if membership interests in the LLC will be offered to investors or members.

Employment Laws: Federal and state employment regulations that must be considered if the LLC will have employees, including labor laws and workplace requirements.

Secretary of State Requirements: State-specific filing and registration requirements mandated by the Secretary of State's office for LLC formation and ongoing compliance.

State Tax Registration: Requirements for registering the LLC with state tax authorities and obtaining necessary tax permits or licenses.

Registered Agent Requirements: Legal requirements for maintaining a registered agent in the state of formation to receive legal documents and official correspondence.

Management Structure Compliance: State-specific rules governing how LLCs can be managed, either member-managed or manager-managed, and associated requirements.

Member Rights Regulations: Legal framework governing member rights, voting procedures, and obligations within the LLC structure.

Capital Contribution Rules: Regulations regarding how and what members can contribute to the LLC as capital, including cash, property, or services.

Dissolution Procedures: Legal requirements and procedures for properly dissolving an LLC, including state-specific winding up provisions.

Professional Licensing Requirements: Special regulations and licensing requirements for professional LLCs (PLLCs) in regulated industries such as law, medicine, or accounting.

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