What are Articles of Organization?
Articles of organization are part of a formal legal document used to establish a limited liability company (LLC) at the state level. A limited liability company (LLC) is a business organization type in the United States whereby the owners are not personally liable for the company's debts or liabilities. Limited liability companies are hybrid entities that combine the features of a corporation with those of a partnership or sole proprietorship. If you own a business and several assets, you may want to consider forming an LLC. Each state has different laws on forming an LLC. However, submitting the Articles of Organization is important for establishing an LLC in all states, including North Carolina.
What is the Purpose of the Articles of Organization?
This document is a foundational document used to create a limited liability company (LLC) as a legal entity recognized by the state. In North Carolina, the Articles of Organization are filed with the Secretary of State.
What information needs to be included in the Articles of Organization?
In North Carolina, you must include the following when submitting the Articles of Organization.
- Name of the LLC
- The purpose of the LLC
- The street address (must be a North Carolina Street Address)
- Name and address of all organizers who aren’t managers or members
- Whether it's a manager-managed or a member-managed LLC, it must contain a statement saying which one the company will operate as. It should also include the addresses and names of all the members or managers.
- Signature of at least one LLC member
How to File Articles of Organization?
You can use this document to file the Articles of Organization in person, via mail, or via fax. You may also draft your articles of organization in compliance with North Carolina’s laws. You can find instructions for preparing your Articles of Organization in North Carolina here. You will need to pay $125 to North Carolina’s secretary of state when submitting the articles of organization.
The process can take up to 7 business days before you receive notice of whether your application was accepted or rejected.
Step 1: Enter your proposed name
The name must be entered in English characters and have one of the following indicators: Limited Liability Company, LLC, or L.L.C. When inputting the desired name into the online filing system, a search will be made to determine whether the proposed name is acceptable and follows the North Carolina state statute.
By performing a business search, you can ensure that your LLC name is not already registered. Click here to search through existing businesses in North Carolina. By searching for the name before submitting your Articles of Organization, you can avoid rejection by proposing a name that was already registered. It can help prevent your forfeiture of any fees with filing.
Step 2: Principal Office Address
You need to include the primary address where your business will be located at.
Step 3: Indicate whether you will create a series LLC
A series LLC is a special type of LLC where the articles of the organization allow for unlimited separation of membership interests, operations, and assets into different series. Each individual series operates like a separate entity with a unique name, separate books and records, and bank account. Series LLCs may have different members and managers in each. North Carolina allows this form of LLC.
Step 4: List your registered agent
The registered agent is an entity or individual that receives service of process when a party undergoes a legal action such as a lawsuit or summons. North Carolina’s Secretary of State sends all correspondence to the agent. Your registered agent must have a North Carolina Street address.
For commercial Registered agents, all you need to include is the agent’s name. For noncommercial agents, enter the name and address. The registered agent can either be an individual or a business entity. However, it must be in good standing with the Secretary of State if they are a business entity.
Knowing that a business cannot serve as its Registered Agent is important.
Step 5: Provide the information of your organizer.
This includes the organizer’s name and address. This person must be certified to sign the Articles of Organization. Any person or business entity may be an organizer. The organizer is not required to create and submit the Articles of Organization.
Step 6: List name and address of at least one member/ manager
At least one manager, member, or governing person must provide their name and address. It is optional to list all members.
Step 7: Specify the duration (optional)
If you have an anticipated end date for your LLC, you can list the duration of your business. LLCs may utilize this with a purpose that, once completed, no longer needs to continue.
Step 8: Business Purpose (optional)
You also have the option of listing the business purpose.
Step 6: Pay the application fee.
The application fee is $125 for a North Carolina LLC application. You must ensure the application is filled out completely and correctly to avoid forfeiting the nonrefundable application fee.
Step 7: Other steps after submission of your articles of organization.
You can submit a certificate of good standing under North Carolina to ensure that all your tax accounts are in good compliance. You can obtain this certification through this link.
What are some reasons my
Articles of Organization may be rejected?
The Division may reject your application. The reason is usually concerning the LLC suggested name. Other reasons may include if you forgot to pay the application fee. Make sure to include the fee in your application, especially if sending the application in person, mailing it, or by fax. The check must also be payable to the proper division where the filing is sent. It is also important that your papers are complete and legible. You risk being rejected if your writing is incomplete or cannot be understood. The documents must be signed by a member of the LLC, manager, or authorized person.
How can a Lawyer help submit Articles of Organization?
Having a lawyer assist you in filing the Articles of Organization is not necessary. However, it may be helpful to have an expert navigate the North Carolina-specific laws and increase efficiency. It may also prevent the need to repeatedly send in your application after rejection. Your business attorney may also advise whether an LLC is the appropriate business structure for your needs.
You should work with an attorney if you have difficulties filling or have additional questions.
What is the difference between articles of organization and articles of incorporation?
The articles of organization and the articles of incorporation can easily be confused. They are very similar but have one main difference: articles of organization are meant for LLCs, as outlined here, and articles of incorporation are for corporations.