Does an S Corporation Need to File Articles of Organization?

If you’ve spent any time on this blog or researching how to incorporate your business online, you’ve probably found some terms that were a bit confusing. What’s the difference between an LLC and a C Corporation? What paperwork do I need to file annually? What are Articles of Organization, and do I need them? Bringing S Corporation elections into the discussion only creates more confusion.

Let’s address that last question and talk about filing Articles of Organization for S Corporations.

While the Limited Liability Company (LLC) and C Corporation are different, they both provide similar protection and tax benefits. Whether you register an LLC or create a C Corporation you have to fill out an application and submit a fee to your state government.

That formation paperwork is either called Articles of Incorporation for C Corporations or Articles of Organization for Limited Liability Companies. Both Articles of Incorporation and Articles of Organization serve as legal documents containing important information that the state will use to register your new business.

An S Corporation, on the other hand, is a tax election with the IRS (federal level) and it is not a type of business formation. Therefore, your newly elected S Corporation is not required to to submit new Articles of Incorporation or Articles of Organization, because this document is already filed with the state. Instead, you would complete and submit IRS Form 2553 for the existing business.

If a brand new business is being registered, and you prefer to be taxes as a S Corporation right away, you would first create an LLC or C Corporation with the state and then subsequently complete Form 2553 with the IRS. And while Articles of Incorporation for Articles of Organization would technically be filled for this new business, they would be filed for the LLC or the C Corporation and not associated with the S Corporation.

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Nellie Akalp

A pioneer in the online legal document filing space since 1997, Nellie has helped more than half a million small businesses and licensed professionals start and maintain companies across the United States, most recently through her Inc.5000 recognized company, CorpNet. She closely follows trends in the industry and shares her wealth of knowledge across various CPA and small business communities, establishing Nellie as one of the most prominent influential experts on business startup and compliance matters.

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