LLC Articles of Organization vs. Operating Agreement

To form an LLC in a state such as Illinois or Indiana, you will need to file articles of organization with the state's Secretary of State. The articles of organization contains basic information about your LLC, including:

• The name of the LLC

• The address of the LLC's principal place of business

• The address of the LLC's registered agent, who will receive important government and legal documents (including if your LLC gets sued)

• The names and addresses of the LLC's members (owners) who have managerial authority

This is not a full list of the information that goes into the articles of organization. Also note that the articles of organization is a public document, so anyone on the Internet can see the information, including the contact details and addresses, that you put in the articles of organization.

By contrast, the operating agreement is an internal document that you do not need to file with the state's Secretary of the State. The operating agreement contains information about how your LLC will be run, including:

• Whether the LLC is member-managed or manager-managed

• The rights and voting power of the members

• How new members can join the LLC

• How to distribute profits and losses among members

• How to dissolve (close up) the LLC

Thus, the operating agreement for an LLC is similar to the by-laws and shareholder's agreements for a corporation. Because the operating agreement is an internal document, the general public will not have access to the information inside the operating agreement.

Thickstun Luo LLC can help you start a small business LLC and draft articles of organization, operating agreements, and other legal documents you might need. Contact us today for a consultation.

LEGALESE is an online blog by Thickstun Luo LLC. The blog explains legal terms and concepts in plain English.

Disclaimer: The LEGALESE blog and the posts therein do not form an attorney-client relationship between you and Thickstun Luo LLC. Furthermore, this blog is not intended to render legal advice regarding your specific situation. You should consult an attorney for specific legal advice. Some content in LEGALESE blog posts pertain to state-specific legal rules and concepts that may not be applicable in every jurisdiction.