Companies that choose to incorporate a business must file articles of incorporation with the state where the business resides. A business that wants to form a limited liability company (LLC) must file articles of organization with the state where the business operates. In most cases, articles of incorporation or organization may be filed with the Secretary of State's office in the state where the business operates.
Articles of incorporation must list a business name that ends with a corporate designator such as "company," "incorporated," "corporation," "limited" or the correct abbreviation. Articles of organization must state a company name that ends with "limited liability company," as described on the Citizen Media Law Project website.
Articles of incorporation must indicate the number of shares a corporation has the authorization to issue. Furthermore, some states may require the par value per share to be stated in the articles of incorporation. As explained on the Citizen Media Law Project website, the par value per share indicates the lowest amount per share that a corporation's stock can be sold for. Since an LLC lacks the ability to issue stock, an LLC's articles of organization make no mention of stock.
Some states require articles of organization to include the management structure of an LLC. Articles of organization may indicate whether an LLC is member-managed or manager-managed. Member-managed LLCs indicate the members of the LLC manage the daily activities of the company. In this instance, some states may require the articles of organization to list the names and addresses of LLC members. Manager-managed LLCs indicate that non-member managers are responsible for operating the LLC. In this instance, the articles of organization may need to list the names and addresses of LLC managers. Since corporations lack flexibility in terms of choosing management structure, a corporation's articles of incorporation doesn't contain such provisions.
Some states require corporations to list the names and addresses of the initial directors in the company's articles of incorporation, as explained on the Citizen Media Law Project website. If the names and addresses of corporate directors aren't listed in the articles of incorporation, the name and address of the incorporator must be listed in the articles of incorporation. An incorporator acts as a person or business responsible for filing articles of incorporation and managing the affairs of a corporation until the election of corporate directors. Directors aren't listed in articles of organization. However, many states require an LLC organizer to indicate his name and address in the articles of organization. An LLC organizer acts as the business or person responsible for filing articles of organization with state.
Corporations are viewed as a permanent business entity. A corporation may have a perpetual existence, unless a dissolution date is provided in the articles of incorporation. Some states may require an LLC's articles of organization to indicate a dissolution date. In other cases, an LLC's articles of organization may indicate a perpetual existence. The Citizens Media Law Project website states that articles of organization may include provisions for member withdrawal. In some instances, articles of organization may state that the company will dissolve, upon the withdrawal of an LLC member.
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