The LLC Certificate of Organization is the foundational document required to legally form a Limited Liability Company in any U.S. state. This document must be filed with the appropriate state authority to create the legal entity and obtain the protections and benefits of LLC status. It includes essential information such as the company name, registered agent, principal office address, and management structure. The certificate serves as public notice of the LLC's existence and provides basic information about the company's organization to state authorities and the public.
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1. Article 1: Company Name: Legal name of the LLC, complying with state naming requirements
2. Article 2: Registered Agent and Office: Name and physical address of registered agent in the state
3. Article 3: Principal Place of Business: Physical address where the LLC conducts business
4. Article 4: Purpose: General statement of business purpose
5. Article 5: Duration: Period of existence (typically perpetual)
6. Article 6: Management Structure: Whether LLC is member-managed or manager-managed
1. Article 7: Members/Managers: Names and addresses of initial members/managers - Required in some states; recommended for clarity
2. Article 8: Additional Provisions: Special provisions or restrictions - Used when specific operational rules or restrictions need to be established
3. Article 9: Organizer Information: Details of person forming the LLC - Required in some states
1. Schedule A: Member Information: Detailed list of members and their ownership percentages
2. Schedule B: Initial Contributions: List of initial capital contributions by members
3. Appendix A: Professional Licensing: Professional licenses and certifications (for professional LLCs)
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