Also known as: certificates of formation · articles of organization · certificate of organization
Written by attorneys · grounded in primary & secondary sources — see below
The formal document required by statute that is filed with the secretary of state to create a limited liability company. The filing must contain the company's name, the street and mailing addresses of its principal office, and the name and address of its registered agent. Once effective, the certificate establishes the entity's separate legal existence.
Citadel Security expanded from one location to three additional sites across the state. Its managers prepared and filed an amendment updating the principal office address and adding the new properties to the public record. The secretary of state accepted the amendment, making the updated information effective immediately.
Christian Coleman and Cody Callahan filed a certificate of formation for Crestview Holdings listing the required name, principal office, and registered agent details. Upon acceptance by the secretary of state the entity came into existence as a separate legal person capable of holding property and entering contracts.
Camila Cervantes filed a certificate of formation for Copperfield Mining that omitted the street address of the principal office. Because the document failed to satisfy statutory content requirements the filing office treated the certificate as defective and the entity never attained limited liability company status.
Select any source to read its text and confirm it supports the definition.
The certificate must state the company's name, the street and mailing addresses of its principal office, and the name and street and mailing addresses of its registered agent in the state. Omission of any required item renders the filing defective under the formation statute.
Supporting sources
An LLC is formed when a certificate of organization that satisfies all statutory content requirements becomes effective and at least one person has become a member. Filing alone is insufficient if required information is missing.
Supporting sources
Yes. A certificate of organization may be amended or restated at any time by delivering an amendment or restatement to the secretary of state for filing. The statute imposes no time limit on the right to amend.
Supporting sources
No. Ministerial acceptance does not override statutory content requirements. A certificate that omits a required item such as the registered agent's address remains ineffective to form an LLC even if the office accepts and files it.
Supporting sources
…v. Perry, supra , to limit the possibilities for relief. Although contractual provisions in an “agreement of association and articles of organization” ( Crocker v. Waltham Watch Co., supra , at 401) or in by-laws ( Lydia E. Pinkham Medicine Co. v. Gove, supra ) have justified decrees in this jurisdiction ordering dividend declarations,…