When it comes to forming a Limited Liability Company it is important to file Articles of Organization with the appropriate government agency in the state where the LLC will domicile. There are several other names associated with Articles of Organization:
1. Certificate of Formation
2. Articles of Formation
However, all three variations are all the same and are used to form a Limited Liability Company (LLC) or Limited Liability Partnership (LLP) in one of the US States.
How to form a Limited Liability Company?
The first and most important step is to determine the state where your LLC will domicile. It is best to discuss such matters with your accountant and / or attorney as there are a number of issues which will be at play when it comes to local tax and other company regulations.
Once the state is determined it is time to collect all the required information about the local filing requirements, fees and procedures. Usually such information is available at your state’s division of corporations. Many states will also provide a sample Articles of Organization, Articles of Formation or Certificate of Formation with the minimum required language by your states. You may always use the provided sample or have a professional attorney draft the document for you if so desired.
Once the document is filled and out and signed it is time to file it with the state corporations division, or equivalent government agency in your jurisdiction. Often such filings may be done by mail or fax. It is important to supply all the required information with your filing, a cover letter and the appropriate fee as designated by your state. Your state will take some time to process your filing and once complete you should receive conformation that your Limited Liability Company has been registered or the rejection letter with the reason as to why your request was not processed.
Common rejection reason may include incorrect fees; incorrect information in the Articles of Organization or simply a company with same or similar name already exists in your state. It is highly recommended that you check the name availability before filing and also file a name reservation in order to ensure that you name is reserved to you while you prepare your filing package.
Please note, that some states may have additional special requirements when it comes to forming Limited Liability Companies. In New York for example, after you have submitted the Articles of Formation and they were registered with the New York State Corporations Division you must publish the fact of formation of your LLC in two local newspapers. The designation of the newspaper is done at the office of the County Clerk in the county where your LLC will domicile. For instance, if you Limited Liability Company will be based in Kings County, you will have to get publication designation from the Kings County Clerk office. Once the publications are complete the newspapers will mail you notarized affidavits of publication with the sample publication. At this time you will have to file Certificate of Publication with the New York State Corporations Division to finalize the process of formation of your Limited Liability Company.
What is a Copy of Articles of Organization?
After the initial Articles of Organization have been filed with the state the original document will be stored in the archives of the Corporations Division and will never be available to you. It is possible however, to obtain a plain copy of Articles of Organization or certified copy of Articles of Organization depending on the purpose of your request. For the most domestic purposes plain copy is usually sufficient. If you plan to present the document (your Articles of Organization) in a foreign country you will have to obtain a Certified Copy Articles of Organization. In order to Apostille Articles of Organization or Legalize Articles of Organization they must be certified copies with the proper certification language.
Furthermore, to apostille Articles of Organization they have to be a recently issued certified copy. Usually the validity term is six (6) months.
How do I know if a need a plain copy or certified one?
Plain and simple: For all domestic purposes confirm with the target authorities if they will accept plain copies or they will prefer a certified one. For all International purposes Certified Copy Articles of Organization is a must. You may not apostille Articles of Organization if it is a plain copy.
Can I notarize a copy of Articles of Organization?
No, you may not. And the notary public should inform you of that. Articles of Organization is a state issued document and therefore only the state is permitted to issue official copies, plain or certified, of the Articles of Organization.
How to obtain Articles of Organization? If you require a plain or certified copy of Articles of Organization or Apostille Articles of Organization you may use our online order form.
NB: In some states