Certificate of Formation vs. Articles of Organization: What’s the Difference?

To form a Limited Liability Company (LLC), you have to file an official document with your state’s Secretary of State. In most states, that document is called the articles of organization, though some states call it a certificate of formation or certificate of organization. Massachusetts even calls it a certificate of registration.  

Regardless of its name, the document functions the same in every state: it’s the official record of your business’s formation, and includes key details about your business name and activities. 

If you’re about to file an LLC for the first time or create a second LLC in a different state, check out our state-by-state list of document names and brush up on the necessary information to include. 

But first, a quick refresher: 

What’s in the articles of organization or certificate of formation? 

There are several pieces of information business owners have to include in every organization or formation document:

• The LLC’s legal business name (which might be different from a DBA)

• The LLC’s principal operating address

• The name and address of the LLC’s “registered agent,” aka the person authorized to receive legal documents on the business’s behalf

• A signature, either from the person who files the paperwork or from one of the LLC members (in most cases, that’s the same person)

Some states also ask for your LLC’s: 

• Business purpose, an overview of the LLC’s activities

• Management structure, an explanation of whether or not the LLC is member-managed or manager-managed

• Duration of the LLC (many businesses say something like indefinite or perpetual)

Review your Secretary of State website for complete instructions on what to include in your articles of organization, what to pay, and how to obtain a certified copy. 

State-by-state LLC articles of organization naming reference

For more information on articles of organization, including their filing fees, see our step-by-step guide to creating an LLC. 

Frequently Asked Questions

Is a certificate of formation legally different from articles of organization?

No, a certificate of formation is the same thing, legally and functionally, as the articles of organization. Each state just calls the document something different.

Are articles of organization different from articles of incorporation?

The articles of organization is a document used to form LLCs, whereas the articles of incorporation (also called a certificate of incorporation) is a document used to file corporations—either C corporations or S corporations.

Do I need both a certificate of formation and an operating agreement?

Yes, you’ll need a certificate of formation and an operating agreement when creating an LLC. They’re two separate documents. The certificate of formation (also called articles of organization) is what you use to file your LLC with your Secretary of State. The operating agreement is the contract you’ll make with your fellow LLC members to hash out profit-sharing, management structure, and ownership splits. An operating agreement is to an LLC what bylaws are to a corporation. Some states require you to upload your operating agreement when forming a legal entity, but most just encourage you to have it on hand just in case. 

Does the name of the formation document affect how my LLC is taxed?

No, the name of your formation document doesn’t affect how your LLC is taxed. LLCs are taxed as pass-through entities, so business owners report the business’s profits and losses on their personal federal income tax returns. States, however, tax LLCs differently. Some don’t impose any entity taxes, but some require LLCs to pay flat annual franchise taxes.