The articles of organization are legal documents that establish a limited liability company (LLC). These are filed at the state level in Florida and outline the rights, powers, obligations of the LLC. This document is required in order to create an LLC, and make it a real entity.
What is the Purpose of the Articles of Organization
The articles of organization are filed with the secretary of state in Florida. The articles should be filed along with a fee, and after they are filed they will officially form the LLC. In certain states, the articles of organization are called by a different name.
Essentially, the articles of organization are an outline of your company. Each state has different requirements for what needs to be included, but generally, they include the purpose of the business, as well as information about members and managers.
Without the articles of organization, you cannot set up a business bank account or apply for business loans, because you will not have a legitimate business. The articles set up a legal identity that protects each partner's personal assets and finances, as well as establish limited liability.
Information that needs to be included
in Articles of Organization
Here’s a list of information that Florida LLCs are required to include in their Articles of Organization. Remember to be as detailed as possible.
- Company Name: The exact name of the company should be included in the articles.
- Statement of Purpose: Description of the business is involved in the statement, meaning what your business sells, the services it offers, or the industry it operates in.
- Duration: Not all LLCs are infinite businesses. If the LLC will be temporary, then you must include how long you plan to operate the business.
- Place of Business: There should be a mailing address where the principal business will take place.
- Registered Agent: The registered agent is someone that is able to accept documents and important tax information on behalf of the company. The registered agent must have a legal, physical, address in the state of Florida, and must sign a form attesting to accepting the position as registered agent.
- Management: Clearly defined information about company owners, managers, and officers.
Articles of Organization vs Articles of Incorporation?
When forming a corporation, it becomes official with the articles of incorporation. Although sounding similar, the articles of organization are different. The content of the articles of organization and the articles of incorporation have different purposes.
The articles of organization are always used to establish an LLC, while articles of incorporation are always used to create a corporation.
Does it Cost Money to File Articles of Organization in Florida?
Every state has different fees that accompany the articles of organization. In Florida, the cost to file the articles of organization for an LLC is $100, with an additional $25 registered agent fee.
How to File Articles of Organization
If this is your first time filing articles of organization in Florida, follow 5 steps to filing successfully.
Step 1: Choose a Name
The first step in creating an LLC and filing the articles of organization involves choosing a unique name. This name should be listed in the articles, and be completely unique in the state of Florida. It must have the words “Limited Liability Company”, “LLC”, or “L.L.C” at the end of it.
Step 2: List Address
The street address, principal place of business, and business mailing address must be listed.
Step 3: List Your Registered Agent
Every business and LLC in the state of Florida must appoint a registered agent. This person or business must live in the state of Florida and have a physical address in the state.
Step 4: List Managers and Members
Managers work for the LLC, and members own it. All these people involved should be listed, including names and addresses.
Step 5: List Effective Date
You may not want your LLC to go active until a specific date. This is usually the date that your filing is accepted, but you can choose to have it go live on a different date: up to five days before the Department of State receives the filing or up to 90 days after.
Step 6: Send to Florida Secretary of State
Your Florida Articles of Organization can be filed online, in person, by mail, or by fax. Online filings are usually processed the most quickly, but be sure to include the $100 filing fee, plus the $25 registered agent fee.
Reasons Articles of Organization may be rejected
Although not common, if you make a mistake when drafting the articles of organization, they may be rejected by the secretary of state. Articles are usually rejected because there is a problem with the proposed name of the LLC. This can be avoided by confirming the name is available and paying to reserve it beforehand.
Another reason may be because you did not send the filing fee, or did not confirm you were meeting all legal requirements. Depending on the secretary of state office, it may take several weeks to get a response. After they are approved and filed, the LLC becomes a legal business entity in the state of Florida.
How a Lawyer Can Help Submit Articles of Organization
Working with a lawyer to form a limited liability company is usually a good idea. This can ensure that there are no mistakes that can cause delays. By making sure that your articles are written and filed correctly, you will ensure to stay in compliance with all laws, and the process will go smoothly.