Articles of Organization

When you register an LLC, you file a document with the state. That document is called the Articles of Organization in most states. In Delaware, it is called the Certificate of Formation. Both documents do the same thing. They tell the state that an LLC exists and give the state the basic information it needs to keep track of it.

The confusion starts because the rules are not the same in every state. Some states ask for more information than others. But one rule is the same everywhere: no state cares where you live or what passport you carry when you sign it. The organizer can be anyone, from anywhere.

What the law requires

The three states where founders most often register LLCs are Delaware, Wyoming, and California. Here is what each one requires to be inside the document:

Delaware — Under 6 Del. C. § 18-201, the Certificate of Formation must include:

• The name of the LLC
• The street address of the registered office (where legal papers will be delivered)
• The name and street address of the registered agent
• Any other matters the members decide to include

Delaware's law is the shortest of the three. It does not require statements about how the LLC will be run or who is in charge.

Wyoming — Under W.S. § 17-29-201, the Articles of Organization must include:

• The name of the LLC
• The initial registered office address
• The name and street address of the registered agent
• A statement of whether the LLC will be member-managed or manager-managed (if the organizers want to include one)
• Any other provisions the organizers want to include

One piece that differs from Delaware: Wyoming requires the registered agent to sign a written consent form saying they agree to serve as the agent. The organizer files this consent with the Articles of Organization.

California — Under Cal. Corp. Code § 17702.01, the Articles of Organization must include:

• A statement that the LLC is formed for a lawful purpose
• The name of the LLC, following California's naming rules
• The street address of the principal place of business
• The name and street address of the person designated to receive official notice (called the agent for service of process)
• If the LLC is to be manager-managed, a statement to that effect
• If the LLC is to be managed by only one manager, a statement to that effect

California requires more information than Delaware or Wyoming. If the LLC will be run by managers instead of members, California's law requires you to say so in the Articles. Delaware lets you put that information in a separate operating agreement.

In all three states, one or more people sign and file the document. Wyoming and California call that person an organizer; Delaware calls them an authorized person. The law does not set any requirement that this person live in the state, hold a certain visa, or be a citizen of any country.

Why this matters

Many founders think the Articles of Organization is mainly a piece of paperwork to get the LLC created. That is only half true.

The Articles is the public face of your company at the state level. It is what the state files, what creditors can see, and what lawyers search when they are serving your company with papers.

Because the law does not require the organizer to live in the state, non-residents can set up LLCs in Delaware, Wyoming or California with no extra paperwork. You do not have to hire someone else to sign it. You do not have to wait for someone to be available in the state. You can do it yourself from anywhere in the world.

The catch is that the Articles does not say where the owner lives. It only says where the LLC's registered agent will be. For a non-resident, that means you will need to hire a registered agent (or use a registered agent service). You cannot be your own registered agent if you are not in the state during business hours.

The Articles also does not commit you to a way of running the business. In Delaware and Wyoming, you can add details in a separate operating agreement. California expects you to say in the Articles whether the LLC will be member-managed or manager-managed. But either way, the Articles is not where you write detailed rules about voting, profit splits, or member responsibilities. That goes in the operating agreement.

🇺🇸 If the IRS counts you as a U.S. person

Filing the Articles of Organization is a state process, not a federal tax process. There is no difference in what you file based on whether you are a U.S. resident for tax purposes. You fill out the same form and include the same information.

What changes is what comes after. Once the LLC is created, the IRS will ask how the LLC should be taxed. A single-member LLC is ignored for tax by default (you report it on your personal return, Form 1040). A multi-member LLC is treated as a partnership by default (you file Form 1065 and give each member a Schedule K-1). You can elect to be taxed as a corporation or S-corporation if you want something different.

If you want the LLC to be an S-corporation, you can choose that. The tax rules allow it for U.S. persons.

🌏 If it does not

Filing the Articles is the same. The state does not ask about your residency or tax status. You fill out the same form and include the same information as anyone else.

What is different is what comes after on the tax side. After the LLC is created, the IRS treats it the same way — either as a disregarded entity (single-member) or partnership (multi-member) by default. But because you are a non-resident, if you own the LLC you also have to file an extra form called Form 5472. This form tells the IRS that the LLC has a foreign owner.

You cannot elect to have the LLC taxed as an S-corporation if you own it as a non-resident. The tax law says S-corporation shareholders must be U.S. persons, and the IRS does not count non-residents in that category.

That restriction only applies to S-corporations. You can have a single-member LLC, a multi-member LLC, or elect to be taxed as a C-corporation with no problem.

Filing requirements across three states

The main differences between states are what information they require to be in the Articles and any extra consent forms:

All three states allow you to add any other provisions you want to the Articles. You are not limited to the required items.

Common mistakes

🇺🇸 If the IRS counts you as a U.S. person

• Thinking you have to include your operating agreement inside the Articles. You do not. The Articles tells the state your LLC exists. The operating agreement is a separate document that sets internal rules. Delaware specifically lets you leave the Articles simple and put everything else in the operating agreement.
• Delaying the filing because you think you need a lawyer to write it. The state provides forms. You can fill them out yourself.
• Filing Articles that say the LLC is "manager-managed" without actually appointing managers. Some states require you to name at least one manager if you claim it will be manager-managed. Check your state's rules.

🌏 If it does not

• Thinking the Articles itself requires any special form or approval because you are foreign. It does not. You fill out the same form anyone else does.
• Assuming the registered agent's address in the Articles can also be your business address. It cannot. The registered agent address is only for receiving legal papers. You will need a separate principal place of business address for other purposes (taxes, permits, bank accounts).
• Filing the Articles but forgetting that you will also owe Form 5472 to the IRS once the LLC is created. That form is separate and has its own deadline.

FAQ

Do I have to live in Delaware to file a Certificate of Formation there?

No. Delaware's law does not require the organizer to live in the state or be a U.S. citizen. You can file from anywhere in the world. The only requirement related to location is that the LLC must have a registered agent with an office inside Delaware.

What is the difference between Articles of Organization and Certificate of Formation?

Both names refer to the same thing: the document you file to create an LLC. Delaware calls it a Certificate of Formation. Wyoming and California (and most other states) call it Articles of Organization. The law requires different information in each state, but the purpose is the same.

Do I have to include my operating agreement inside the Articles of Organization?

No. The Articles tells the state your LLC exists and provides basic information. The operating agreement is a separate private document that sets the rules for how the LLC operates internally. Most states (especially Delaware) let you file a simple Articles and keep all the detailed rules in the operating agreement.

Can I file the Articles myself, or do I need a lawyer?

You can file it yourself. Every state provides a form. You fill in the LLC name, the registered agent information, and any other required details, and you file it with the state. Many founders do this without legal help. A lawyer can review it, but it is not required.

Does the registered agent have to be listed in the Articles?

Yes. Every state requires the name and address of the registered agent in the Articles. This is the person or company that will receive lawsuits and legal notices on behalf of the LLC. If you are a non-resident, you will need to list a registered agent service, because you cannot act as your own agent unless you are physically in the state during business hours.

Do I have to say who the owners are in the Articles of Organization?

No. The Articles does not identify the members or owners. It tells the state the LLC exists and who the registered agent is. Member names are private information kept in the operating agreement or the LLC's records. The public document (the Articles) does not reveal who owns the company.

If I file Articles in Wyoming but I live outside the United States, do I need to file anything else right away?

You need to hire a registered agent in Wyoming to accept legal papers. Beyond that, the immediate filing requirement is just the Articles. After the LLC is created, you will owe federal tax forms to the IRS (Form 5472 if you are a non-resident owner). Those are separate from the state filing.