The Certificate of Organization and Articles of Organization are essential formation documents required when establishing an LLC in the United States. These documents must be filed with the appropriate state authority (typically the Secretary of State) to legally create the business entity. They contain crucial information about the company's structure, management, and operations, serving as the foundation for the LLC's existence. The requirements and specific elements vary by state, but all versions must include basic information such as the company name, registered agent, principal office address, and management structure. These documents are typically filed at the business's formation and may need to be amended as significant changes occur in the organization's structure or operations.
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1. Article 1: Company Name: Legal name of the LLC complying with state requirements
2. Article 2: Principal Office: Physical address of the company's main office
3. Article 3: Registered Agent: Name and address of registered agent for service of process
4. Article 4: Purpose: General statement of business purpose
5. Article 5: Duration: Period of existence (perpetual or specified)
6. Article 6: Management Structure: Whether member-managed or manager-managed
1. Additional Business Powers: Specific powers granted to the LLC beyond standard authorities
2. Capital Contributions: Initial member contributions and investment documentation
3. Special Provisions: Industry-specific or special operational requirements for regulated industries
1. Schedule A: Members/Managers: List of initial members or managers with contact information
2. Schedule B: Capital Contributions: Detailed breakdown of initial capital contributions
3. Appendix A: Operating Agreement Summary: Key provisions of the operating agreement if already drafted
Company
Member
Manager
Articles of Organization
Operating Agreement
Principal Office
Registered Agent
State
Secretary of State
Initial Members
Organizer
Business Purpose
Certificate of Organization
Limited Liability Company
LLC
Effective Date
Management Structure
Capital Contribution
Registered Office
Fiscal Year
Governing Law
Member Interest
Authorized Representative
Filing Date
State Authority
Company Name and Formation
Registered Office and Agent
Business Purpose
Duration
Management Structure
Capital Structure
Membership
Dissolution
Amendment
Governing Law
Tax Classification
Powers and Authority
Service of Process
Indemnification
Liability Limitations
Ownership Interests
Statutory Compliance
Execution Authority
Severability
Principal Place of Business
Certification
Filing Requirements
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