Does an LLC Have Articles of Incorporation?
A new company must register with a state in order to receive authority to conduct business within the state's jurisdiction. (Each type of business entity -- corporation, limited liability company and partnership -- has its own formation document that must be filed with a state office in order for the business to officially exist. Although the formation documents for the entity types have certain similarities, they are not interchangeable.
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Definition
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A limited liability company is a special legal hybrid that enjoys the limited liability characteristic of a corporation and the tax treatment of a partnership. Although the LLC shares some of the features of a corporation, it is not a corporation, and it is not formed by the process of incorporation. This is, perhaps, most easily demonstrated through the way every state requires the two types of entities to use appended designations: a corporation is required to use the words "Incorporated" or "Corporation" as part of its name (for example, XYZ, Inc.), while a limited liability company is required to appended the term "LLC" (for example, XYZ, LLC).
Comparison
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A corporation is formed by filing articles of incorporation (sometimes called "certificate of incorporation" or "charter"), while an LLC is formed by filing articles of organization (sometimes called "certificate of organization" or "certificate of formation"). The basic distinction is a corporation is formed through the process of incorporation, while an LLC is formed through the process of the organization of its members. Hence, an LLC does not have articles of incorporation; it has an analogous document called the articles of organization.
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Misconceptions
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It is easy to confuse the form and function of a corporation with that of a limited liability company. Many states title their business registration office the "division of corporations" even though the office also accepts registrations from LLCs, partnerships and trusts. Further, the division of corporations sometimes labels the new entity registration process with a generic "incorporation" label when the label is only correctly applied to corporations. Sometimes, people mistake the terminology of the abbreviated "LLC" to mean "limited liability corporation" rather than "limited liability company." The limited liability company has only been in use in the United States in its current form since 1988, as compared to the corporation, which has more than 200 of years of history in this country, so some confusion of terminology can, perhaps, be understood.
Format
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The information required in the articles of organization is somewhat similar to what is required in articles of incorporation. Articles of organization require the name and address of the new business, the nature of the LLC's business, the name and address of a registered agent, the name and address of the managers and members of the LLC, and the name and address of the person filing the document.
Function
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The articles of organization of an LLC will be filed with the same state agency as the articles of incorporation for a corporation. The filing will require a fee, which varies by state and which will be different from the fee to register a corporation. The LLC comes into existence as of the date the articles of organization are accepted by the state agency.
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References
Resources
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