The Certificate of Formation, Same As Articles of Organization, serves as the founding document for a Limited Liability Company in the United States. It is required when establishing a new LLC and must be filed with the appropriate state authority, typically the Secretary of State. The document includes crucial information such as the company name, registered agent details, principal business address, and management structure. It provides legal protection and official recognition of the LLC's existence, establishing it as a separate legal entity from its owners. State requirements may vary, but all jurisdictions require some form of this document for LLC formation.
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1. Article 1: Company Name: Legal name of the LLC, must include required designators (LLC, L.L.C., etc.)
2. Article 2: Registered Agent: Name and address of registered agent who will accept legal documents
3. Article 3: Principal Office: Physical address of the company's main office
4. Article 4: Purpose: General statement of business purpose
5. Article 5: Duration: Period of existence (perpetual unless specified otherwise)
6. Article 6: Management Structure: Whether LLC is member-managed or manager-managed
7. Article 7: Organizer Information: Name and signature of person filing the certificate
1. Article 8: Members: Names and addresses of initial members - include when state requires member disclosure or for transparency
2. Article 9: Additional Provisions: Special rules or restrictions - include when specific operational or structural requirements exist
3. Article 10: Effective Date: Specific date when LLC becomes effective - include when delayed effectiveness is desired
1. Schedule A: Member Information: Detailed list of members and their ownership percentages
2. Schedule B: Capital Contributions: Initial capital contributions of members
3. Schedule C: Authorized Signatories: List of persons authorized to sign on behalf of the LLC
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