Articles of Organization
The state filing that creates a Limited Liability Company (LLC), naming the entity, its registered agent, and its members or managers.
Definition
The Articles of Organization is the equivalent of the Articles of Incorporation but for an LLC instead of a corporation. It is filed with the state where the LLC is formed - Delaware, Wyoming, New Mexico, Florida, Texas and so on - and once accepted by the Secretary of State the LLC legally exists. Required content typically includes the LLC name (which must include LLC, L.L.C., or Limited Liability Company), the registered agent name and street address in the state of formation, the principal office address, whether the LLC will be member-managed or manager-managed, the duration (perpetual unless stated otherwise), and the name of the organizer. Some states (notably California) also require an initial Statement of Information within 90 days. Unlike Articles of Incorporation, the Articles of Organization do not allocate share capital - the economic terms of an LLC live in the Operating Agreement, which is a private contract among members and is not filed with the state. This separation makes the Articles of Organization simpler and shorter than an Articles of Incorporation, often just a one-page form. Foreign-owned single-member LLCs filed in Wyoming, New Mexico, or Delaware are a popular structure for non-resident founders who want a US bank account and Stripe access without exposing US shareholders to dual-class share complexity.
When you'll encounter it
You file the Articles of Organization as the first step in forming a US LLC. Most non-resident founders use Wyoming or Delaware via a registered-agent service like Northwest, Harbor Compliance, or Stripe Atlas. The state-issued certificate is what you submit to banks and payment processors as proof of formation, alongside the EIN letter (CP 575). Annual obligations vary by state - Wyoming requires a 60 US dollar annual report, Delaware a 300 US dollar franchise tax, California an 800 US dollar minimum franchise tax.
Used in our guides
- Can Canadian Citizens Open an LLC in Wyoming? Complete 2026 Guide
- Opening a US Business Bank Account: Requirements for Foreign and Domestic Businesses
- USA Business Laws and Compliance: Federal, State, and Local Requirements
- How to Register a Company in the USA: LLC, C-Corp, and S-Corp Guide
- US Company Formation for Indian Citizens: Complete 2026 Guide
FAQ
How is Articles of Organization different from Articles of Incorporation?
Articles of Organization create an LLC; Articles of Incorporation create a corporation. The LLC version is simpler because it does not authorize shares - the ownership and economic structure live in the Operating Agreement, which is private. The corporation version always specifies authorized share classes and counts.
Which state is best for filing an LLC?
Wyoming and New Mexico offer the lowest annual fees and strong privacy protections. Delaware is preferred when the LLC may later convert to a C-Corp for venture funding. Founders who actually operate from a specific state generally must register there as a foreign LLC regardless of where they originally filed.
Do single-member LLCs need to file Articles of Organization?
Yes. The single-member status is a tax classification (disregarded entity for federal tax purposes), not a formation difference. Every LLC, single-member or multi-member, must file Articles of Organization with the state to exist.
References
- Wyoming Secretary of State - LLC Filing https://sos.wyo.gov/Business/Business.aspx
- Delaware Division of Corporations - LLC Forms https://corp.delaware.gov/llcforms/
- IRS - LLC Filing as a Corporation or Partnership https://www.irs.gov/businesses/small-businesses-self-employed/limited-liability-company-llc