Articles of organization are the document you file with your state's business filing office to create a limited liability company. The LLC legally exists from the moment the state accepts the filing, or from a later date you choose, and the articles become the public record of its name, its office and who receives legal papers for it.
I've built this from the state laws and filing offices themselves, read in October 2026: New York's LLC Law section 203, the Delaware LLC Act, and the California, Texas and Florida filing pages, plus the SBA's guide to business structures. The thing most new owners don't expect is that the document isn't called the same thing everywhere.
Same document, different names
| State | What the formation document is called | Where it's filed |
|---|---|---|
| California | Articles of Organization, Form LLC-1 | Secretary of State, online at bizfileOnline |
| Florida | Articles of Organization | Division of Corporations, through Sunbiz |
| New York | Articles of organization under section 203 | Department of State |
| Texas | Certificate of Formation, Form 205 | Secretary of State |
| Delaware | Certificate of formation | Secretary of State |
So if you're forming in Texas or Delaware and searching for articles of organization, you're looking for a certificate of formation. It does the same job.
What goes in the articles
The minimum is short. New York's law is a good example of what states ask for. Section 203 says the articles must set out:
- The name of the LLC.
- The county in New York where its office will be, or its principal office if it has more than one.
- A latest dissolution date, if the LLC is meant to end on a set date.
- A designation of the secretary of state as agent to receive legal process, with a mailing address for forwarding it.
- The name and address of a registered agent, if the LLC has one.
- A statement if any members are to be personally liable for some of the LLC's debts.
- Any other provisions the members choose, such as the business purpose or limits on who can bind the company.
Delaware asks for even less. Its certificate of formation must give the LLC's name, the address of its registered office and the name and address of its registered agent, plus anything else the members decide to include. If you're choosing an agent, my registered agent guide explains the role.
When the LLC starts to exist
Under New York's law, the LLC is formed when the initial articles are filed with the Department of State, or at a later time named in the articles, which can't be more than 60 days after filing. Delaware's rule is similar: the LLC is formed when the certificate is filed or at a later date set in it. In both states the LLC is then a separate legal entity until its formation document is cancelled. That date matters, because contracts signed before it are signed by you, not the LLC.
Articles versus the operating agreement
New owners often mix these up. The articles are public and filed with the state. The operating agreement is private and stays with the business. California's Secretary of State says plainly that operating agreements and meeting minutes aren't filed with it. The online LLC form there is drafted to meet the minimum legal requirements, and you can attach extra provisions if you want them on the public record.
| Articles of organization | Operating agreement | |
|---|---|---|
| Filed with the state | Yes | No |
| Public record | Yes | No |
| Creates the LLC | Yes | No |
| Sets out ownership, voting and profit splits | Rarely | Yes |
Filing your articles, step by step
- Pick the state. The SBA notes your location decides the taxes and rules you're under, so forming where you'll operate is usually simplest.
- Check the name is available on the state's business search.
- Choose a registered agent with an address in that state.
- Complete the state's form, online where it's offered.
- Pay the state filing fee shown on the form.
- Save the filed copy. Florida, for example, lets you download an image of the filed articles from Sunbiz once they're processed.
- Sign an operating agreement and get an EIN before you open a bank account.
The full sequence, including state fees, is in my guide to starting an LLC.
Common mistakes
- Filing in Delaware when you'll run the business elsewhere, and then having to register in your home state as well.
- Putting a home address on a public record when a registered agent's address would do.
- Adding detailed ownership terms to the articles that belong in the private operating agreement.
- Missing a state's follow-up filing, such as California's Statement of Information.
If you're in California, the next filing after your articles is the Statement of Information, which I cover in my Statement of Information guide.
My verdict
Articles of organization are the easy part of forming an LLC: a short public form that creates the company. Keep them minimal, use a registered agent's address, and put the detail about who owns what and how decisions are made into your operating agreement, where it stays private. And if you're in Texas or Delaware, look for the certificate of formation instead.
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Frequently asked questions
What are articles of organization?
They're the document filed with a state to create an LLC. The LLC exists from the filing date or a later date set in the articles.
Are articles of organization the same as a certificate of formation?
Yes, they do the same job. Texas and Delaware call the LLC formation document a certificate of formation.
Is an operating agreement filed with the articles?
No. California's Secretary of State, for example, says operating agreements aren't filed with it and are kept by the business.
What do articles of organization include?
Usually the LLC's name, its office location, its agent for legal papers and any optional provisions the members choose.
Can I choose a later start date for my LLC?
In New York you can set a later effective date of up to 60 days after filing. Delaware also allows a later date.
Can I get a copy of my filed articles?
Yes. Florida, for example, lets you download an image of your filed articles from Sunbiz once they're posted.
Do I need a lawyer to file articles of organization?
No. The forms are short and most states let you file online, though a lawyer helps with the operating agreement.
