Are you ready to file?
At this point you will have gathered all the necessary information needed, made a few key decisions, and determined what your states fee will be. You should be all ready for the final step, filling out your Articles of Organization forms and filing them with the state.
To make sure, let’s review. Do you have the following written down and ready to go? Are the people who need to sign present?
- Do you have the name of your LLC, fully researched and available for you to use? (with “LLC” on the end of it)
- Do you have the name of the person who will act as your Registered Agent? (You’ll need their signature on the form)
- Do you have the name, address, and phone number of the person filing the Articles of Organization? (the “organizer”)
- Do you have a valid business address, one that your Registered Agent will occupy during normal business hours, in the state you are filing in? (This includes an email address for the state to use for annual report notifications)
- Do you have a business phone number?
- Have you picked your LLC’s Effective Date?
- Have you made a decision on whether your LLC will be Member-managed or Manager-managed, and who will fill said role(s)?
- Do you have the name and address of each person authorized to manage and control the LLC?
- Have you determined the duration that your LLC will operate? (Perpetual)
- Do you have a check, money order, or CC ready to pay the filing fee?
- Is a member or an authorized representative of a member, ready to sign the completed form?.
If you have answered YES to all of these things then you are ready to form your LLC. It's time to download your state's Articles of Organization forms and fill them out with the information you have gathered.
Filling out and Filing your Articles of Organization
The previous research and steps taken all lead up to this: Filling out and Filing your Articles of Organization
Below is a 3-page sample form from the fictional state of Delmarva (Yes, I just made that up). This is representative of the forms found in almost every state, with only some slight variations.
- The first page is instructions.
- The second is the actual form itself.
- The third is a sample Cover Letter, which you will create and send in with your completed Article of Incorporation form
INSTRUCTIONS EXAMPLE
Attached are the forms and instructions to form a Delmarva Limited Liability Company pursuant to Chapter 824, Delmarva Statutes. All information included in the Articles of Organization must be in English and must be typewritten or printed legibly. If this requirement is not met, the document will be returned for correction(s). The Division of Corporations suggests using the sample articles merely as a guideline. Pursuant to s. 802.0201, Delmarva Statutes, additional information may be contained in the Articles of Organization.
The name of a limited liability company must be distinguishable on the records of the Delmarva Department of State.
A preliminary search for name availability can be made on the Internet through the Division’s records at www.statebiz.org. Preliminary name searches and name reservations are no longer available from the Division of Corporations. You are responsible for any name infringement that may result from your name selection.
NOTE: This form for filing Articles of Organization is basic. Each limited liability company is a separate entity and as such has specific goals, needs, and requirements. Additionally, the tax consequences arising from the structure of a limited liability company can be significant . The Division of Corporations recommends that all documents be reviewed by your legal counsel. The Division is a filing agency and as such does not render any legal, accounting, or tax advice. The professional advice of your legal counsel to ascertain exact compliance with all statutory requirements is strongly recommended.
Pursuant to s.802.0201, Delmarva Statutes, the Articles of Organization must set forth the following:
That's it for the instructions they provide. Like most government instructions, they leave some things out and are vague in other areas. There are a few items to know before you start filling in those blanks.
Before you start
There are a few confusing areas to watch out for.
In Article II you will be asked to provide your “Principle Office Address”. This is not to be confused with your Registered Agent's address or your mailing address.
Most states recognize three types of addresses: your principal office, your mailing address, and your registered agent address.
Your Principle Office address is the address where the LLC’s owners, also known as the LLC’s members, meet to direct the company and make any major decisions or changes. The principal address can refer to a home, an office, or a shop. Most states require that it be a street address, a P.O. box will not work for this purpose.
Privacy Alert: The important thing to know is that the address used on the form will be in the public record.
Since many LLC members operate out of their own homes,
this can present a problem. A member who wishes to protect their privacy can
use a “virtual mailbox address” obtained through services such as iPostal1.
If privacy is not a concern you would simply use your home address here, or that of your office if your LLC has one. Wherever it is you conduct your LLC’s business.
In Article IV you will see two abbreviations, AMGR and MGR.
The form implies that you must use one or the other when listing your members. You don’t. All members should be listed, but if you have members that are “passive” or “silent partners” and are not involved in the management of the company, they do not require a designation before their name. The instructions state that “this information is optional at this time”. That only applies to the state. Your bank or lending institution will require that all members of the LLC be listed in the state's database before it will consider issuing you any credit or opening any business accounts.
In Article V you will use your Effective Date. Remember that there are cost involved with the date that you pick and they vary by state. Revisit the article on Effective Dates and double-check that you are in compliance before submitting.
FORM EXAMPLE
DELMARVA DEPARTMENT OF STATE
DIVISION OF CORPORATIONS
ARTICLES OF ORGANIZATION FORM
(To Form a Delmarva Limited Liability Company)
ARTICLE I: Name of Limited Liability Company
(Company name must include "Limited Liability Company," "L.L.C.," or "LLC.")
Company Name: ___________________________________________
ARTICLE II: Principal Office Address
Mailing Address: ___________________________________________
Street Address: ___________________________________________
City: ___________________ State: _______ ZIP Code: ___________
ARTICLE III: Registered Agent Information
Registered Agent Name: ___________________________________
Delmarva Street Address: ___________________________________
City: ___________________ State: _______ ZIP Code: ___________
(The registered agent must sign below, accepting the obligations of the position.)
Registered Agent Signature: ___________________________
Date: ______________
ARTICLE IV: Authorized Person(s)
(Provide name and address for each authorized person.)
| Name | Address | Role (AMBR/MGR) |
|---|---|---|
| ______ | _______ | _______ |
| ______ | _______ | _______ |
ARTICLE V: Effective Date
(Only if different from the filing date, cannot exceed 90 days after filing.)
Effective Date (MM/DD/YYYY): ______________________
Signature and Execution
(Executed by an authorized person, affirming accuracy under penalties of perjury.)
Authorized Person Name: ___________________________________
Signature: _______________________________________________
Date: ______________
Filing Fees
$130.00 Filing Fee for Articles of Organization and Registered Agent Designation
$40.00 Certified Copy (Optional)
$5.00 Certificate of Status (Optional)
Total Enclosed Fee: $ __________
(Make check payable to Delmarva Department of State.)
Cover Letter Information
(Include this information when submitting your filing.)
Your Name: ___________________________________________
Address: ___________________________________________
City: ___________________ State: _______ ZIP Code: ___________
Daytime Telephone Number: (____) ________________
Submission Addresses
Mailing Address:
New Filing Section
Division of Corporations
P.O. Box 8467
1600 Delmarva Ave, DA 94762
Street/Courier Address:
New Filing Section
Division of Corporations
5648 N. Fiction Street, Suite 843
1600 Delmarva Ave, DA 94762
For inquiries, contact the New Filing Section at (555) 867-5309.
Important: Annual Report Requirement
All Delmarva LLCs must file an Annual Report to maintain active status.
First report due the year following formation.
Filing Period: January 1st - May 1st
Fee: $138.75 (Late fee of $500 applies after May 1st).
File online at www.delmarvabiz.org.
Any further inquiries concerning this matter should be directed to the New Filing Section by calling (555) 867-5309.
Important Information About the Requirement to File an Annual Report
All Delmarva Limited Liability Companies must file an Annual Report yearly to maintain “ active” status. The first report is due in the year following formation. The report must be filed electronically online between January 1st and May 1st. The fee for the annual report is $138.75. After May 1st a $500 late fee is added to the annual report filing fee. “Annual Report Reminder Notices” are sent to the e-mail address you provide us when you submit this document for filing. To file any time after January 1st, go to our website at www.delmarvabiz.org. There is no provision to waive the late fee. Be sure to file before May 1st.
The Cover Letter
The Cover Letter is there for two purposes only.
- It provides the person on the receiving end of your Articles of Organization with someone to speak with in the event there is a problem with the form you have sent to them. The name and contact information on this form should be that of the person doing the filing. IE, if you are filling out the form than you should list your own contact information here.
- It specifies what payment method and other options you will be using.
COVER LETTER SAMPLE
[Your Name]
[Your Firm/Company]
[Your Address]
[City, State, Zip Code]
[Your Email Address]
[Your Phone Number]
[Date]
New Filing Section
Division of Corporations
P.O. Box 8467
1600 Delmarva Ave, DA 9476
Subject: Filing of Articles of Organization for [Name of Limited Liability Company]
Dear New Filing Section,
Enclosed please find the Articles of Organization for [Name of Limited Liability Company], along with the required filing fee for processing. Please process this filing at your earliest convenience.
I have included a check for the following amount (please check the appropriate box):
☐ $125.00 Filing Fee
☐ $130.00 Filing Fee & Certificate of Status
☐ $155.00 Filing Fee & Certified Copy (additional copy enclosed)
☐ $160.00 Filing Fee, Certificate of Status & Certified Copy (additional copy enclosed)
Please return all correspondence regarding this filing to:
[Your Name]
[Your Firm/Company]
[Your Address]
[City, State, Zip Code]
[Your Email Address] (for future annual report notifications)
For further information regarding this filing, please contact:
[Your Name] at ([Your Area Code]) [Your Phone Number]
Thank you for your prompt attention to this matter. Please do not hesitate to contact me should you require any additional information.
Sincerely,
[Your Name]
[Your Title, if applicable]
[Your Firm/Company]
Summary
These forms will of course vary by state, but it is a good representation of what you will find when you go online to file your Articles of Organization.
Once your Articles of Organization are approved all future correspondence will be made to whomever you have designated as the Registered Agent of your LLC.
What really matters is the main form, the one with “ARTICLES OF ORGANIZATION FOR DELMARVA LIMITED LIABILITY COMPANY” at the top.
Filing
Once your forms have been filled out its time to file. If filing online and your state offers a print option, it is suggested that you do so before sending your file off.
Some things to keep in mind when filing.
- Checks or Money orders should typically be made out to “Department of State” or whatever your particular state specifies.
- If you wish to have your Articles of Organization processed the day that you file them it’s recommended that you get there early in the day.
- Once the State approves your Articles of Organization you will receive a stamped and approved copy of your Articles, a Certified Copy (or Certificate of Status, depending on your state). Some states charge extra fees for copies. Your Effective Date will appear in the Stamp.
- Approval Times: (Varies by State)
- Online: 1-2 Business Days
- By mail: 5-7 Business Days
- In person: 30-60 minutes
That concludes the filing process. Not as bad as some government bureaucracy, but then, we're just getting started.
There's still much to do yet.
