Articles of Organization is the legal document you file to form an LLC. There are only a few requirements to make them legal. If you file the articles with the Secretary of State, and it contains all the proper information, you’ll get yourself an LLC. Of course, you’ll also have to pay the filing fee!
Articles of Organization Law
If you’re looking to read the actual law regarding Articles of Organization, turn to NCGS § 57D-2-21.
Your LLC’s name can be nearly anything. However, it needs to meet the requirements of NCGS § 55D-20 and NCGS § 55D-21.
NCGS § 55D-20
Simply put, these requirements are:
- The LLC must contain some version of “Limited Liability Company” or “LLC”
- The name cannot state or imply that the LLC is setup for any purpose not permitted by NCGS § 55-3-01, 55A-3-01, or 57D-2-01. Basically, nothing illegal.
NCGS § 55D-21
Names must be unique from other names. Additionally, they cannot be too similar to other entity names.
You must include the name and address of each person executing the articles of organization. Additionally, you need to specify whether each organizer is a member or not.
There are very few reasons to have more than one organizer in a small business. Organizers really only have power prior to the formation of the business. Once it is formed, the organizer automatically yields all power to the members.
Registered Agent and Address
An LLC also needs a registered agent. We’ve written quite a few articles about the purpose of a registered agent, so we’ll keep this section short.
Basically, a registered agent accepts notices and summons from government entities and the courts. Therefore, your registered agent must be a person or entity in the state of North Carolina and available to receive these notices and summons. If he or she misses the summons, the Secretary of State starts the process of dissolving your LLC.
Principal Office Location
Including your principal office is optional on the template provided by the Secretary of State. However, this is required if you have one. You must list the street and mailing address as well as the county for your principal office.
This also protects you in case your registered agent misses something. The Secretary of State will attempt to contact you by mailing the notice or summons to your principal office and registered agent addresses.
You can, and should, also list the members of your Limited Liability Company in the Articles of Organization. This primarily helps with banking requirements. Absent listing those who have authority in your articles, you will have to provide your operating agreement and signed letter from your organizer showing who has authority to open a bank account.
The articles are effective when they’re filed or upon a different time if that different time is noted in the articles.
The North Carolina Secretary of State’s website is incredibly easy to use. Go over to sosnc.gov. Then, click on the menu -> I Want To -> Business -> Start a Business. If you go through the menus, you’ll find a lot of useful information, including the template for the articles of organization.
Aside from those guides on the Secretary of State’s website, we also recommend the following:
After your Articles are filed, you’ll need to obtain an EIN and create your operating agreement.
Here are a couple guides for obtaining an EIN:
If you need any help with your Articles of Organization or would like to discuss setting up your new company, please feel free to contact us at firstname.lastname@example.org or by calling 919-912-9640.