Articles of Organization

A limited liability company’s Articles of Organization, which are sometimes also referred to simply as “Articles,” is a document filed with the limited liability company’s state of formation that establishes the limited liability company’s existence as a separate legal entity. Articles contain key pieces of information about the limited liability company, although the required contents of the Articles vary from state to state. Generally, the Articles contain the name of limited liability company, the location of the business, the authorized agent of the limited liability company within the state, and the terms of any indemnification offered to the decision makers within the limited liability company. Some states require certain variations from statutory default rules to be contained in the Articles. For instance, some states require that if the corporation desires to permit member action to be taken by less than unanimous written consent, the applicable threshold must be stated in the Articles of Organization. Amendment of the Articles typically requires owner approval. Articles of Organization mimic the Articles of Incorporation that a corporation files with a state in order to incorporate. The Articles of Organization and the Operating Agreement of a limited liability company are the principal documents that govern the limited liability company’s existence.