Article Of Organization

Articles of organization are a set of documents that regulate and authorize the status of a limited liability company (LLC). Limited liability companies are not considered corporations.

These documents are submitted directly to the regulator and since they are not federal documents, they differ slightly between the county or state in which they were filed. In the forthcoming article, we will discuss their role and different nature, as well as their great importance.


What is a Limited Liability Company (LLC)?

A limited liability company is an entity separated from its owner. In a limited liability company, the company’s owner is not liable if the company is in debt or faces difficulties. As opposed to a business owner who exclusively bears the consequences of a failed business, a limited liability company owner (the American equivalent of Company Ltd.), is completely separated from the legal aspect of the company’s fate.

This means that lawsuits and claims against the company are not directed at the business owner’s but rather towards the company itself. There are some exceptions in which the company owners can be held liable. This usually occurs when they commit crimes or fraud. When such suspicions arise, it is possible to summon a court order which compels the company owners to reveal their conduct and exposes them to prosecutions as well.


What is the purpose of the article on organization documents?

The purpose of this set of documents is to register and establish the existence of a limited liability company (LLC), in the province or in the country in which it operates.

In other words, the purpose of these documents is to address and name all other responsibilities, positions, obligations, rights, and benefits that all the company’s holders bear, as well as to declare the obligations that the company holds to its employees at the time of its initial registration.


Similar names to similar documents

It is important to clarify that the Articles of the organization have several names and are sometimes referred to as the “Articles of association” documents. In addition, corporate registration documents are often called by a similar name, which can sometimes be confusing – Certificate of Organization. Therefore, it is important to verify exactly which document the regulatory body requires before submitting the form.


What documents are included in the Article of the organization?

The exact wording of the documents takes a different form depending on the There are several versions of documents that differ depending on the province or country in which they are submitted. Be that as it may, there are several recurring characteristics found in all of these documents. For instance, all of these documents will require the owner of the company to request to register it and declare and submit basic data about the company.

These documents will then help the regulator get an up-to-date snapshot of the people behind the company, as well as its business purpose, which will be published in a statement of business intentions. As a result, the legislator and society alike are able to create an official channel of communication for their future affairs.


Statement of Business Intentions

Besides providing the details about the individuals operating in the company, the regulator requires an initial business statement from the company at the time of its registration. This statement should include:

Details about the company’s name and the address of its central office.

The nature of its activities and the industry in which it operates. This is to specify the field in which the company specializes in. However, there is no need to be too specific, for example, “operates within the legal field”.


Company Representative

The name and address of the person authorized by the company to receive legal and official documents on its behalf.


Details of Officials in the Company

Specifies the names and addresses of all the company’s officials – owners, managers, board members, and other relevant key positions.


Internal Agreements

In addition, the organizing documents will contain a letter of agreement between all the senior executives in the company, which determine the area of ​​responsibility given to each, as well as various powers and privileges that pertain to the different scope of action of each officer in the company.


How forms are filled out

Many states in the United States offer online access to the registration forms and other valuable information to the representatives who seek to register the company.  Such a form can be found for instance, on the website of the State of New York (NY).

In this case, the state has published a short two-page long form.  This form contains a list of all the information the companies are required to submit such as the names and addresses of key officials in the company as well as its central address.


Costs of submitting the Articles of organization

Sometimes, a registration fee is required, usually, these registration fees range from around $40 to $500. For example, in the state of New York, the registration fee for submitting the Articles of the organization to the Registrar of Companies is $200.


Organizing documents in various industries

Some industries are required to submit different and more detailed organizing documents than others. Among the examples of such industries are the food industry, as well as companies that involve children in their businesses.

These companies are also likely to encounter heavier regulatory restrictions on the part of the legislature. In addition, such companies will receive a closer examination of their organizing documents and will be required to elaborate in greater detail on the structure and nature of their company.


How documents are approved

Finally, after the documents have been submitted to the Registrar of Companies in the relevant district and/or city and/or state, the latter will examine their integrity and will be obligated to return an answer on the matter within 90 days from the date of submission of the form.

If he deems it appropriate to approve them, the rules and regulations of that legal entity will apply to the new company, which will be obligated to act following the same laws and precedents as part of its day-to-day business conduct. Thus, in fact, the organization documents should be seen as an agreement between the legislature and the company, that it is aware of and accepts the laws of the authority in which it is located and seeks to operate.


Summary – the organizing documents as an entrance gate

The role of the organizing documents is to establish and ensure that the legislature and the company’s owners see eye to eye on how the company should conduct itself within their jurisdiction, as well as the balance of powers between the company’s owners themselves, and between the company and all its employees.

Filling out and submitting these documents is not a complex task, due to its different forms and versions depending on where they are intended to be submitted, there are many who use legal assistance for corporate affairs, who as such are familiar with the procedures specific to that province and/or state, thus ensuring that the registration process is carried out in the best possible manner.

Therefore, if you wish to register a company as a limited liability company in the United States but are debating what is the best way to do so, we invite you to leave details so that he can get back to you soon. Mas America’s team of experts consists of experienced veteran lawyers and accountants, who will assist you in successfully conducting the procedure, in a way that best suits your individual case.

The aforesaid should not be regarded as legal advice. It is advisable to consult with the MasAmarika team before any action. The service is provided by a professional team, fluent in English and Hebrew, and includes attorneys and accountants with American licenses.

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