Articles of Organization vs Operating Agreement: What’s the Difference?

Starting a limited liability company (LLC) involves more than just picking a name and launching a website. To operate legally and protect your business, you’ll need two essential documents: the Articles of Organization vs Operating Agreement.

Although both are key to forming and managing an LLC, they serve very different purposes. In this article, we’ll break down the difference between Articles of Organization and Operating Agreement, when you need each, and why both are critical for long-term business success.

What Are Articles of Organization?

Articles of Organization (also known in some states as a Certificate of Formation or Certificate of Organization) is the official document filed with your state to legally create your LLC.

Key Points:

Filed with the Secretary of State (or similar state agency)
Legally establishes your LLC as a recognized business entity
Public record
Typically includes:

Business name and address

Registered agent details

Duration of the LLC

Purpose of the business

Organizer(s) information

Filing your Articles of Organization is the first legal step in forming an LLC.

What Is an Operating Agreement?

An Operating Agreement is an internal, legally binding document that outlines the ownership structure and operating procedures of your LLC. It’s essentially the blueprint for how your business will run.

Key Points:

Not filed with the state (except in a few jurisdictions)
Defines roles, responsibilities, and ownership percentages of members
Details how profits/losses are distributed
Explains decision-making processes, voting rights, and dispute resolution
Protects members from legal disputes and miscommunication

Even if your state doesn’t require it, having an Operating Agreement is highly recommended for multi-member LLCs.

Articles of Organization vs Operating Agreement: Key Differences

Feature	Articles of Organization	Operating Agreement
Purpose	Legally forms the LLC with the state	Governs internal management and member roles
Required by State?	Yes, in all states	Required in some states; recommended in all
Public or Private?	Public record	Private internal document
Includes Ownership Info?	No (typically)	Yes – member percentages, responsibilities
Includes Operating Procedures?	No	Yes – voting, profits, meetings, etc.
When Created?	During LLC formation	Immediately after or with LLC formation

Why Both Documents Matter for Your LLC

Articles of Organization

Protect your limited liability status
Register your business name
Provide legal recognition for tax and banking purposes

Operating Agreement

Avoid disputes among members
Clarify operational rules and expectations
Demonstrate formal structure for banks, investors, or courts

Note: In single-member LLCs, an Operating Agreement still adds legitimacy and protection in the eyes of the law.

Who Needs These Documents?

Business Type	Articles of Organization	Operating Agreement
Single-Member LLC	Required	Highly recommended
Multi-Member LLC	Required	Strongly recommended
Corporations	Use Articles of Incorporation	Use Bylaws instead
Partnerships or Sole Proprietors	Not required	Not used

How to Get These Documents

Articles of Organization:

File online or by mail through your Secretary of State’s website
State fees typically range from $50 to $500

Operating Agreement:

Draft it yourself using a template
Use a legal service provider like:

LegalZoom

Rocket Lawyer

Northwest Registered Agent

ZenBusiness

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Conclusion

Understanding the difference between the Articles of Organization and Operating Agreement is key to starting and managing your LLC properly. One makes your business legal, while the other makes it functional and protected.

To build a strong foundation, ensure you have both documents in place. Whether you’re launching a single-member LLC or a multi-partner venture, these legal tools are essential to running a legit, well-organized, and protected business.