Does an LLC Have Articles of Incorporation?

No, Articles of Incorporation aren’t filed by a Limited Liability Company (LLC). Articles of Incorporation are used when founding a corporation — which differs from an LLC in several ways, including how it’s taxed and the formalities involved in its operation.

Instead, a California LLC submits a different document, known as Articles of Organization, to the Secretary of State (SOS).

Articles of Incorporation (Form ARTS-GS), like Articles of Organization, are also filed with the SOS to formally establish a corporation in California. Usually, this business formation document requests important details regarding an organization, including:

• The corporation’s name: your California business name must adhere to several legal guidelines, such as it should not be the name of a company already operating in the state, or deceive the public about the goods or services your corporation provides. Please be aware that your Articles of Incorporation will be rejected if you don’t follow California corporate naming laws. You can search the California SOS business entity database to see if your preferred corporation name is available.
• The purpose of the corporation: the SOS has already completed this section of the form, and it can’t be changed. It declares that the purpose of forming your California corporation is to carry out legal business.
• Number of shares the corporation is authorized to issue: don’t feel pressured to come up with a fixed number, because you’re free to authorize and issue more shares after incorporation.
• The name and address of a registered agent: a registered agent, also called an agent for service of process, is an individual or business entity in charge of receiving legal papers and tax documents on behalf of your corporation. Upon receipt, the agent will inform you, the business owner, of any notifications or lawsuits. To accept important corporate documents submitted to your enterprise, the agent needs to have a physical address in California and be reachable during normal working hours.
• The incorporator: this individual fills in and submits your Articles of Incorporation. They can be anyone you give permission to sign the document, including a registered agent; they’re not required to be directors, officers, or employees of the corporation.

Submissions of Articles of Incorporation can be made electronically, by mail, or in-person to the California Secretary of State. Currently, the filing fee is $100, with an additional $15 for in-person registrations. Generally, once the Articles of Incorporation are sent in, the processing time is approximately one week. You can check the SOS processing timeframes online here.

Three options are available for expedited Articles of Incorporation processing: same-day at $750, 4-hour at $500, and 24-hour at $350.

A stamped copy of the Articles of Incorporation will be sent to you if the SOS accepts your filing, permitting your corporation to legally start doing business in California.

LLCs and their Formation Documents

Are you starting a Limited Liability Company (LLC) rather than a corporation? As mentioned above, to officially start your company in California, you must file Articles of Organization.

The information asked for in the Articles of Organization is identical to what is provided in the Articles of Incorporation; however, because LLCs and corporations are distinct types of companies, they have different legal forms required for their registration.

The essential information you’ll provide in the Articles of Organization includes:

• The LLC’s name, which must also comply with state naming requirements
• Your LLC’s purpose
• The LLC’s address
• The name and address of the LLC’s registered agent for service of process
• The management structure (member-managed or manager-managed)
• The names and addresses of the initial founders

Articles of Organization are also filed by mail, in person at the Sacramento office, or online via the California Secretary of State’s bizfile portal.

The cost to file articles of organization is $70, and while expedited processing is available for an extra charge, regular processing can take several weeks.

You must file Articles of Organization if you wish to capitalize on the limited liability protection that an LLC offers. If you don’t, your personal assets may no longer be considered separate entities from your business, making them vulnerable to seizure should your company face debt obligations or legal problems.

After forming your California LLC, you’ll need to file several other documents with the SOS, IRS, and other government agencies over the next few months.

These documents include the Beneficial Ownership Information (BOI) Report, and the Statement of Information (Form LLC-12), which you must fill out and submit to the state within ninety days of filing your Articles of Organization. 

This Statement of Information gives the SOS up-to-date details about the management and contact details of your LLC. Penalties and even suspension of your LLC may arise from failing to submit these and other paperwork on time

Not Sure Which Documents Your Business Needs? We’ve Got You Covered!

You’re not alone if you’re confused about whether your new company needs Articles of Organization or Incorporation to register its formation as a business entity, or what additional paperwork you need to get it off to the right start—many entrepreneurs face this confusion.

One key difference: an LLC can be managed by its owners or hired managers, whereas a corporation has a more strict management structure that requires a board of directors and C-suite executives.

With over 30 years of combined legal experience, the business attorneys at Gallagher Krich, APC, specialize in helping Californian entrepreneurs form LLCs, corporations (both S and C corps), nonprofit organizations, and other business entities.

We can guide you through every stage of the business formation process just as we’ve done for hundreds of other clients — from choosing the best legal structure for your company to submitting and acquiring the necessary documents and permits.

For a free consultation to discover how we can simplify your company formation process and guarantee it has a strong legal foundation from day one, contact Gallagher Krich, APC at (858) 926-5797 or complete our online form to schedule a meeting with one of our attorneys.