articles-of-organization

1Introduction

2Prior Entity Information

3Special Circumstances

4Prior Entity State Record Search

5Prior Entity State Record Information

6Prior Entity Registered Agent

7Prior Entity Capital Structure

8Prior Entity Ownership Structure

9Prior Entity Owners

10Prior Entity Management Structure

11Prior Entity Managers

12New Entity Information

13Preliminary Name Search

14Business Purpose

15New Entity Registered Agent Options

16New Entity Registered Agent Information

embed_entity_type

embed_entity_formation_state_st

entity_type

entity_formation_state_st

Entity Formation

Forming a new business entity is the first legal step in creating a formal business structure. This process involves choosing the right entity type and state of formation based on your goals.

Entity Type Selection: Deciding whether to form an LLC, corporation, or other legal entity based on tax treatment, liability protection, and management structure.
State of Formation: Choosing the governing state law for your entity. Most businesses form in the state where they operate, but some choose other states for strategic reasons.

This intake interview collects the key details needed to prepare and file the formation documents in the state of your choice.

New Business Entity Information

Governing Law*

Select the U.S. state that applies.

Section Break

Business Entity Type*

Select the type of business or organization, such as Corporation or Limited Liability Company.

Section Break

Name*

This field is hidden when viewing the form

Product Router

This field is hidden when viewing the form

lex_intake_id

This field is hidden when viewing the form

lex_answers_id

This field is hidden when viewing the form

lex_firm_id

This field is hidden when viewing the form

lex_provider_id

This field is hidden when viewing the form

lex_client_id

This field is hidden when viewing the form

EP Link

This field is hidden when viewing the form

EP URL

This field is hidden when viewing the form

EP Token

This field is hidden when viewing the form

lex_status

This field is hidden when viewing the form

Matter Setup

This field is hidden when viewing the form

Matter Type*

This field is hidden when viewing the form

Matter ID

This field is hidden when viewing the form

lex_matter_name

This field is hidden when viewing the form

Mapped Fields: Entity

This field is hidden when viewing the form

entity_state_agency_name_full

This field is hidden when viewing the form

entity_state_agency_website

This field is hidden when viewing the form

entity_domestication_published_forms_tf

Need corporate variant

Yes

This field is hidden when viewing the form

entity_domestication_single_form_tf

Need corporate variant

Yes

This field is hidden when viewing the form

entity_domestication_to_formation_document_tf

Need corporate variant

Yes

This field is hidden when viewing the form

entity_domestication_filing_title

Need corporate variant

This field is hidden when viewing the form

entity_formation_document_title

Need corporate variant

This field is hidden when viewing the form

Calculated Fields: Entity

This field is hidden when viewing the form

map_entity_owners_to_entity_managers_tf

Yes

This field is hidden when viewing the form

calc_entity_heading_title

This field is hidden when viewing the form

calc_entity_intro

This field is hidden when viewing the form

entity_manager_managed_tf*

Yes

This field is hidden when viewing the form

entity_manager_title

This field is hidden when viewing the form

entity_manager_title_single

This field is hidden when viewing the form

entity_manager_title_plural

This field is hidden when viewing the form

entity_manager_title_possessive

This field is hidden when viewing the form

entity_manager_title_single_possessive

This field is hidden when viewing the form

entity_manager_title_plural_possessive

This field is hidden when viewing the form

entity_owner_title

This field is hidden when viewing the form

entity_owner_title_single

This field is hidden when viewing the form

entity_owner_title_plural

This field is hidden when viewing the form

entity_owner_title_possessive

This field is hidden when viewing the form

entity_owner_title_single_possessive

This field is hidden when viewing the form

entity_owner_title_plural_possessive

This field is hidden when viewing the form

entity_equity_title

This field is hidden when viewing the form

entity_equity_title_single

This field is hidden when viewing the form

entity_equity_title_plural

This field is hidden when viewing the form

entity_owners_embed_scenario

Entity Owners

Entity Managers

This field is hidden when viewing the form

entity_owners_count_nu

This field is hidden when viewing the form

entity_managers_embed_scenario

Entity Owners

Entity Managers

This field is hidden when viewing the form

entity_managers_count_nu

This field is hidden when viewing the form

entity_name

This field is hidden when viewing the form

entity_owner_multiple_tf

Yes

This field is hidden when viewing the form

entity_manager_multiple_tf

Yes

This field is hidden when viewing the form

calc_matter_action_label

This field is hidden when viewing the form

entity_equity_units_tf

Yes

This field is hidden when viewing the form

calc_entity_state_label

This field is hidden when viewing the form

calc_entity_type_label

This field is hidden when viewing the form

calc_authorized_signer_intro

This field is hidden when viewing the form

entity_regagent_name_full

Is the new business entity any of the following special types of LLCs?*

Series LLC

Allows for the creation of separate series or cells within the LLC, each with its own assets and liabilities.

Professional LLC (PLLC)

Formed by licensed professionals like doctors or lawyers and subject to specific regulations.

Low-Profit LLC (L3C)

Organized for social purposes, combining nonprofit and for-profit elements.

Decentralized Autonomous Organization (DAO) LLC

Operates using blockchain technology and smart contracts, often without a centralized management structure.

None of These (Ordinary LLC)

A regular LLC formed and operating in the state of registration.

Records Search

The requires the name of any businesses to be distinguishable from other businesses listed in the corporate records. If the desired business name () is the same or confusingly similar to a business that is already on record, the will not accept the filing.

Click the Review State Records button to open a separate tab and use the search tool to check for existing businesses with the desired name.

Review State Records

Review the search results to confirm that the name is available.

Is the desired name available?*

Yes

Alternate Name*

Repeat the process above to find a name that is available, and enter it here. We’ll replace the name previously entered with the available name before filing any documents.

Business Purpose

U.S. states allow a business purpose to be either general (for example, “any lawful activity”) or specific (for example, “real estate investment purposes, including buying, selling, renting, and otherwise dealing with residential and commercial real estate”).

In most cases, restricting an entity’s business purpose can raise questions about the entity’s authority and create more problems than it solves. Specific business purposes are used primarily in two contexts:

Professional Entities—If the business is a professional entity that can only engage in specific activities associated with the profession, the entity may be required to identify the authorized professional activity for which it is being formed.
Special Purpose Entities—As a condition of financing or as a result of some other business arrangement, an entity may be contractually obligated to restrict its activities to a specific purpose.

Even if the new business entity is being formed to engage specific activity, there is usually no legal reason to restrict the new entity’s authority. Unless one of the two exceptions above apply, it is usually best to give the new entity a general purpose (any purpose permitted by law).

What is the new business entity's purpose?*

Any purpose permitted by law

A specific business purpose

Are you sure?

As stated above, restricting the new business entity‘s purpose provides a limitation with no corresponding benefit, and may raise questions about whether its actions are necessary for the fulfillment of the specific purpose. This is usually a bad idea unless there is a good reason for restricting the business purpose.

If you want to change your mind, change your answer above.

entity_specific_purpose_confirmation_tf*

Yes, I’m aware of the limitation and have good reason to restrict the business purpose

Specific Purpose*

Fill in the blank: The purpose for which the business is formed is ________. Do not include a period or other closing punctuation.

New Registered Agent Options

Select one of the following:*

I will choose my own registered agent

Enroll me with an independent registered agent

Selecting Your Own Registered Agent

If you select your own registered agent, you are solely responsible to:

Engage the registered agent yourself and pay any associated fees
Handle annual renewals
Ensure the registered agent signs any necessary documents to accept the appointment
File all required filings associated with the registered agent’s appointment with the

If an individual serves as the registered agent, you must update the records with the and pay any associated fees each time the individual moves.

regagen_self_selected_acknowledgment*

I acknowledge that I’m responsible for all of the above

Northwest Registered Agent (New Registration)

The state office for the local Northwest Registered Agent office is provided below (read only). Please make a note of it for your records. We will engage Northwest Registered Agent on your behalf ($125 sign-up fee) and obtain all necessary signatures.

Northwest Registered Agent Name

Northwest Registered Agent Address

Street Address Address Line 2 City State ZIP Code

This field is hidden when viewing the form

County

This field is hidden when viewing the form

Representative's Name

This field is hidden when viewing the form

Representative's Position

This field is hidden when viewing the form

Registration Number (ID)

This field is hidden when viewing the form

EIN

This field is hidden when viewing the form

Phone

New Registered Agent

Type:*

Individual Registered Agent

Corporate Registered Agent

Corporate Agent Name*

First Name*

Middle Name*

(Optional)

Last Name*

Name Suffix

(Optional)

Physical Address*

Enter a physical address. P.O. boxes are not allowed.

Street Address Address Line 2 (Optional) City State ZIP Code

County

This field is hidden when viewing the form

Representative's Name

This field is hidden when viewing the form

Representative's Position

This field is hidden when viewing the form

Registration Number (ID)

This field is hidden when viewing the form

EIN

This field is hidden when viewing the form

Phone

the New Business Entity's Capital Structure

Describe equity in terms of:

Number of Units

Percentage Interest

Fractional Interest

Will the new business entity issue voting and non-voting equity?*

Yes

Title of Voting Equity

Voting Equity

Class A Equity

Title of Non-Voting Equity

Non-Voting Equity

Class B Equity

How many shares of stock is the new corporation authorized to issue?*

What is the par value the prior business entity's stock?*

Will the new business entity issue certificates to each owner representing that owner's equity?

Yes

the New Business Entity's Ownership Structure

Select the business's ownership structure*

The business has only one owner

The business has multiple owners with equal interests

The business has multiple owners with unequal interests

the New Business Entity's Owners

Add Owners

Name	Actions

Use the Add Owner button below to add owners.

Maximum number of owners reached.

the New Business Entity's Management Structure

How will the new business entity managed?*

Member-Managed

Manager-Managed

Are all members of the new business entity also managers, and are all managers also members?*

Answer Yes only if there is there a one-to-one match between the members and managers, with no additional managers or members.

Yes

the New Business Entity's Managers

Add Managers

Name	Actions

Use the Add Manager button below to add managers.

Maximum number of managers reached.

Office Location

The office location, sometimes called the business office, is the place where business records are kept.

Address*

Street Address Address Line 2 City State ZIP Code

Business Phone*

Business Email*

County*

Select the county or other local jurisdiction in which the office is located.

Is this a home office?*

Yes

Doing Business in Other States

Each state requires out-of-state (foreign) businesses to register if they have operations in the state. If the business will maintain special ties to another state after forming in the new state, it may need to register in that state. The key factor is whether the business will be “doing business” there.

Each state defines “doing business” differently, and the application of the rules is often unclear. However, “doing business” generally includes:

Having a physical office or place of business in the state.
Hiring employees in the state.
Conducting regular meetings with clients or customers in the state.
Engaging in significant, continuous, or substantial business activities in the state.
Holding property, such as warehouses or retail locations, in the state.

A practical test is whether the business will have an ongoing connection to another state that is different from any other U.S. state. If so, that could indicate a substantial connection requiring registration.

If the business has no greater connection to one state than any other state and will not have employees, offices, or assets located in a state other than the new state, then registration is likely unnecessary.

These are general guidelines only, not a conclusive determination.

Will the new business entity do business in any states other than the formation state?*

No, the new business entity will not have a continuous presence in any one state that differs from other states

Yes, the new business entity will maintain business operations (employees, offices, etc.) in one or more states that differ from its operations in other states

Authorized Representatives

Authorized Signer

Effective Date

When should the filing take effect?

On the date the documents are accepted by the state

At a later date

Delayed Effective Date

Although there is some variation on what state agencies will accept, sooner is usually better than later. The delayed effective date should be no later than 90 days (and preferably within 30 days) from today’s date.

Month

Day

Year

Submit your answers for review.

General Assembly Options

Fix formatting errors?

Our software will look for items like improper capitalization and attempt to correct them. If you would like to turn this feature off, select No. It is usually best to leave the answer as Yes.

Yes

send_to_lexmerge_tf*

Yes

File Format

PDF files do not require word processing software like Microsoft Word, making them easier to view across different devices. The disadvantage of PDF files is that they are difficult to edit after assembly. In contrast, Microsoft Word files can be opened and edited in Microsoft Word or compatible software, allowing changes to be made to the document after it is created.

PDF (.pdf) files

Microsoft Word (.docx) files

Assembly Options

entity-formation-document

organizational-resolution

answer-summary

entity-research-memo