Articles of Organization
The constituent document that creates an LLC in most US states. Delaware uses the term 'Certificate of Formation' instead.
Definition
Articles of Organization is the standard US-state term for the document filed to create an LLC. Most states (California, Texas, New York, etc.) use 'Articles of Organization.' Delaware is one of the few states that uses 'Certificate of Formation' instead. The two terms refer to the same kind of document, just under different state-statutory naming.
Context
Founders coming from non-Delaware US states often expect Delaware to use the 'Articles' terminology. Delaware's choice of 'Certificate' reflects 19th-century corporate-law tradition.
Example
A founder forming a California LLC files 'Articles of Organization.' The same founder forming a Delaware LLC files 'Certificate of Formation.' Functionally equivalent documents.
Common pitfalls
- Confusing Articles with Operating Agreement; they are distinct documents.
- Filing the wrong state's form (using a CA template for Delaware filing) causes immediate rejection.