The document that creates a limited liability company, explained step by step: what goes in it, how to file and what to do once your LLC exists.
An LLC is a separate legal entity that can limit its owners’ personal liability for business debts and claims. The articles of organization are the public document that brings it into existence under state law. They are usually short, because the detailed rules for running the LLC go into a separate, private operating agreement. If you are still choosing a structure, our guides to sole proprietorships and C corps vs S corps compare the options, and our legal requirements guide covers the full startup checklist.
| Name | Notes |
|---|---|
| Articles of organization | The most common term |
| Certificate of formation | Used in several states |
| Certificate of organization | Used in some states |
| Articles of formation | Used in a few states |
The name differs, but the purpose is the same. Use the form or online filing system your state provides.
| Item | What to know |
|---|---|
| LLC name | Must be distinguishable from other registered names and usually include “LLC” or “Limited Liability Company” |
| Registered agent | A person or company with a physical address in the state who accepts legal papers for the LLC |
| Principal office address | Where the business is located; some states also ask for a mailing address |
| Management structure | Member-managed (owners run it) or manager-managed (appointed managers run it) |
| Organizer | The person filing the document, who may or may not be an owner |
| Members or managers | Some states ask for names; many do not |
| Purpose | Often a general statement such as “any lawful purpose”; professional LLCs may need a specific purpose |
| Effective date and duration | Usually effective on filing and perpetual unless stated otherwise |
| Member-managed | Manager-managed | |
|---|---|---|
| Who runs the business | All members | Appointed managers, who may be members or outsiders |
| Best for | Small businesses where owners work in the business | Businesses with passive investors or many members |
| Authority to sign contracts | Generally each member, subject to the operating agreement | Generally managers |
| Flexibility | Simple | Separates ownership from management |
Licensed professionals such as doctors, lawyers, accountants or architects may need to form a professional LLC (PLLC) or similar entity, and some states do not allow certain professions to use an LLC at all. These entities often require approval from the licensing board and a specific statement of purpose in the articles. Check your state’s rules before filing.
The operating agreement is the internal rulebook for the LLC. It usually covers ownership percentages, capital contributions, how profits and losses are shared, voting, management duties, what happens if a member leaves or dies, and how the LLC can be dissolved. It is usually not filed with the state. A few states require LLCs to have one, and even where it is not required, it is strongly recommended, especially when there is more than one owner. Without one, state default rules apply, which may not match what the owners intended.
By default, a single-member LLC is treated as a “disregarded entity” for federal income tax, so profits are reported on the owner’s personal return, and a multi-member LLC is treated as a partnership. An LLC can also elect to be taxed as an S corporation or a C corporation. Each option has different effects on self-employment tax, payroll and paperwork, so talk to an accountant before deciding. If the LLC has employees, it must withhold and pay payroll taxes like any employer.
Courts can sometimes hold owners personally liable when the LLC is not treated as a separate business, so these habits matter.
If you change the LLC’s name, registered agent, address or management structure, many states require you to file an amendment to the articles or update your annual report. When closing the business, LLCs usually file articles of dissolution or a certificate of cancellation, settle debts, distribute remaining assets and file final tax returns, including final payroll tax returns if there were employees.
Once your LLC is up and running, hiring brings new obligations: Form I-9, payroll taxes, workers’ compensation and accurate time records. Our new hire paperwork checklist covers the forms. EZTime helps new employers start right with an attendance clock, scheduling software and a digital employee file with e-signatures for onboarding documents.
The document filed with a state to create a limited liability company (LLC).
No. The articles are filed with the state to form the LLC. The operating agreement is a private document that sets out how the LLC is run.
An organizer, who may be an owner, an attorney or a filing service.
Usually yes, if you have a physical address in the state and are available during business hours to receive legal papers.
It depends on the state, from immediate online approval to several weeks. Many states offer expedited processing.
You need one if the LLC has employees or more than one member, and most banks ask for one. Single-member LLCs without employees may not need one for federal tax purposes.
Yes. Once filed, they are generally public records, which is why some owners use a commercial registered agent address.
Yes, but you will usually also need to register as a foreign LLC in the state where you do business, which adds fees and filings.
Set overtime thresholds and weekly hour limits in EZTime and managers get an alert while there is still time to change the schedule.