What are LLC Articles of Organization?
Articles of Organization are the public filing that brings an LLC into existence. The SBA describes them as a simple document that describes the basics of your LLC. You file them with the state's business filing office, usually the Secretary of State, and pay a fee. When the state accepts them, the LLC exists.
The articles are deliberately short. Most states ask for a handful of facts on one or two pages, and many offer an online form that takes minutes to complete. The detailed rules of the business, such as ownership percentages, voting and profit shares, go in the operating agreement instead.
Articles of organization vs articles of incorporation
Articles of incorporation are for corporations; LLCs file articles of organization. People often search for "articles of incorporation for an LLC", but an LLC is not incorporated, it is organized. If you are forming an LLC, the state form you need is the LLC formation document, whatever that state calls it.
The two documents do the same job for different entities. A corporation's articles or certificate of incorporation also set out the shares it may issue, which an LLC does not have. If you are unsure which entity fits, see what an LLC is and our LLC vs C corp comparison.
What the document is called in each state
The name varies, but the document is the same thing: the filing that forms the LLC.
| State | Name of the LLC formation document | Official filing fee |
|---|---|---|
| Wyoming | Articles of Organization | $100 |
| California | Articles of Organization (Form LLC-1) | $70 |
| Florida | Articles of Organization | $125 including the $25 registered agent designation |
| New York | Articles of Organization | $200 |
| New Mexico | Articles of Organization (the state then issues a certificate of organization) | $50 |
| Delaware | Certificate of Formation | $110 |
| Texas | Certificate of Formation (Form 205) | $300 |
| Massachusetts | Certificate of Organization | Set by the Secretary of the Commonwealth |
For every state's formation fee and yearly cost, use our LLC state fee comparison tool.
What the Articles of Organization contain
In most states the articles contain five things: the LLC's name, the registered agent and registered office address, an office or mailing address, a statement about management, and the signature of the person filing. Some states ask for more.
Items most states require
- Name: it must include "LLC" or a permitted variant. Wyoming accepts "Limited Liability Company", "LLC", "L.L.C.", "Limited Company", "LC" or similar.
- Registered agent and office: a person or company with a physical street address in the state. Every state on this page requires one.
- Addresses: a principal office and mailing address, which can be outside the state in most states.
- Signature: an organizer or authorized person signs. This can be a formation service acting for you.
Items that vary by state
- Management: California's Form LLC-1 asks whether the LLC is run by one manager, more than one manager or all members. New Mexico's articles must state whether the LLC is manager-managed and whether it has a single member.
- Member or manager names: Texas Form 205 lists each initial manager, or each member if there are no managers. Florida says manager names are optional and tells filers not to list members. Wyoming and Delaware do not ask for them.
- Effective date: Florida lets you choose a date up to 5 business days before or 90 days after the filing is received.
- Purpose: some forms include a standard purpose statement, such as California's "any lawful act or activity".
- Contact email: Wyoming's form asks for an email for reminders and notices.
Four official examples
- Delaware: the Certificate of Formation needs only the name, the registered office and the registered agent, signed by an authorized person.
- Wyoming: the Articles of Organization ask for the name, registered agent, mailing and principal office addresses, organizer signature and contact details, and the agent signs a separate consent.
- Texas: Form 205 adds the governing persons, whose names and addresses go on the public record.
- Massachusetts: the Certificate of Organization sets out the name, office address, resident agent, the general character of the business and, if there are managers, their names.
What becomes public
Everything on the filed articles becomes part of the state's public record, and anyone can search it. That is why the choice of addresses matters.
- Use a registered agent address rather than your home address if you want to keep it private. See our registered agent service.
- In states that ask for managers or members, such as Texas, those names are public.
- Florida warns that under Florida law, email addresses are public records.
A private public record is not anonymity. The IRS learns who controls the LLC from the EIN application, and banks and payment providers verify the owners. Beneficial ownership reports to FinCEN, however, are no longer required for US-formed companies.
LLC formation documents: what you end up with
After formation you should hold a small set of documents, and banks and payment providers usually ask for them together.
- Filed articles stamped or acknowledged by the state, and in some states a certificate of organization.
- Operating agreement signed by the members.
- EIN confirmation from the IRS. Mercury, for example, accepts the CP 575, a 147C letter or the IRS-returned SS-4 with the state formation document.
- State follow-up filings where required, such as California's Statement of Information or New York's Certificate of Publication.
Keep digital copies somewhere safe. Our client portal stores your formation documents with encryption; see how we protect documents.
Articles of Organization in California: a short example
In California you file Form LLC-1 with the Secretary of State for $70, online through bizfile Online. The form asks for the LLC name, principal office and mailing addresses, the agent for service of process, and whether the LLC is run by one manager, several managers or all members, and it carries a standard purpose statement.
Two California follow-ups catch new owners out. A $20 Statement of Information is due within 90 days of registration and every two years after, and the $800 annual tax is due by the 15th day of the 4th month after filing. Our California LLC page covers the rest.
How to file Articles of Organization
You file online on the state's business portal in most cases: check that the name is available, enter the registered agent, addresses and management details, sign as organizer and pay the fee. Our how to create an LLC guide covers the steps before and after, including the EIN and annual reports. If you want the articles prepared and filed for you, with a registered agent and US address included, our formation package does it in any state.
Amending the Articles of Organization
If something on the articles changes, such as the LLC's name or management structure, you file an amendment with the same state office and pay its fee.
| State | Amendment filing | Fee |
|---|---|---|
| California | Certificate of Amendment (Form LLC-2) | $30 |
| Florida | Amendment | $25 |
| New York | Certificate of Amendment | $60 |
| Texas | Certificate of Amendment (Form 424) | $150 |
| Delaware | Certificate of Amendment | $220 |
A change of registered agent is often a separate, cheaper filing. Delaware charges $50 for a change-of-agent-only amendment and Florida $25 for a change of registered agent. Changes of members or ownership percentages usually need no state filing at all when the articles do not list members; you update the operating agreement instead. In states that list members or managers, such as Texas, check whether the change needs an amendment.
Articles of Organization vs operating agreement
The articles create the LLC and are public; the operating agreement governs it and stays private.
| Point | Articles of Organization | Operating agreement |
|---|---|---|
| Filed with the state | Yes | No, in most states |
| Public | Yes | No |
| Length | One or two pages | Often many pages |
| Covers | Name, agent, addresses, management type | Ownership, voting, profits, transfers, exit |
| Required | Always | Some states, such as New York, require a written one |
New York's LLC Law says the members shall adopt a written operating agreement, within 90 days after the articles are filed. Our LLC operating agreement guide covers what goes in it.
Certified copies and good standing certificates
A certified copy is a copy of the filed articles that the state certifies as true. Banks, foreign states and overseas authorities sometimes ask for one, along with a certificate showing the LLC is in good standing.
- Delaware: $50 per certified copy plus $2 per page; short-form good standing $50.
- Florida: certified copy $30; certificate of status $5.
- New York: certified copy of a filed document $10.
- Texas: $1 per page plus $15 per certificate.
- New Mexico: certified copy $25.
- Wyoming: certificate of good standing free online.
If a document will be used abroad, the receiving authority may also ask for an apostille, which is a separate certification step.
Sources
- SBA: Register your business
- Wyoming Secretary of State: LLC Articles of Organization form
- Wyoming Secretary of State: Business Division fee schedule
- Delaware Division of Corporations: LLC Certificate of Formation
- Delaware Division of Corporations: Fee schedule (revised 1 August 2026)
- Texas Secretary of State: Form 205, Certificate of Formation
- Texas Secretary of State: Form 806 fee schedule
- Florida Division of Corporations: LLC filing instructions
- Florida Division of Corporations: LLC fees
- California Secretary of State: Domestic LLC forms and fees
- California Secretary of State: Articles of Organization (Form LLC-1)
- California Secretary of State: LLC Statement of Information
- California Franchise Tax Board: Limited liability company
- New York Department of State: Fee schedules
- New York State Senate: LLC Law section 417
- New Mexico Statutes: NMSA 53-19-63, LLC Act fees
- New Mexico Statutes: NMSA 53-19-8, Articles of organization
- Massachusetts General Laws: Chapter 156C, Section 12
- FinCEN: Beneficial ownership information reporting
- Mercury: Gathering your documents
Fees, deadlines and rules on this page were last checked on 27 September 2026.