Certificate of Organization for a Limited Liability Company
How to Register Your LLC With Some States
A limited liability company (LLC) is a business form that can be owned by one or more people—all known as members. As the name suggests, an LLC cuts back on the liability your company may face, meaning it reduces paperwork, saves you on taxation, and can give you protection against litigation.
But how do you go about getting an LLC set up? You'll need to file an application document with your state's Secretary of State. Most states require articles of organization.
Some states require an LLC application document with a different name:
- Certificate of Organization: Connecticut, Idaho, Iowa, Massachusetts, Pennsylvania, Utah
- Certificate of Formation: Alabama, Delaware, Maine, Mississippi, New Hampshire, New Jersey, Texas, Washington
All of these documents are similar and they ask for the same type of information.
What Is a Certificate of Organization?
A certificate of organization is a type of document filed with the secretary of state in some states to form an LLC. An LLC certificate is also sometimes called a certificate of formation. Each state will have different requirements to file and fill out the form.
Most states allow you to file this application document online or to fill out the form online, print it, and send it in. You may want to check with an attorney before you file, to make sure everything is correct. Here's a list of the websites of the secretaries of state (or equivalent state agency) in each state.
When they receive your formation document, the state sends back an acceptance certificate. This certificate is a legal document that says the LLC was duly formed and is officially recognized as a legal entity in the state in which it was filed.
If your business has locations in several states, you'll need to file formation documents in each state. The first state where you file is your "domestic" LLC and additional state registrations are filed as foreign LLCs. (In this case, foreign doesn't mean a foreign country.)
What Is Included in a Certificate of Organization?
For the states in which the LLC is to be registered, the required information for the certificate of organization or certificate of formation varies.
Here's a list of the most common pieces of required information for a certificate of organization:
The name of the LLC. Most states require that you include some designation that this is an LLC by including "LLC" or other similar wording in the company name. Iowa, for example, says the name of an LLC must contain the words "limited liability company" or "limited company" or the abbreviation "L.L.C", "LLC", "L.C." or "LC". "Limited" may be abbreviated as "Ltd" and "company" may be abbreviated as "Co".
The effective date of the LLC.
The name and address of the registered agent. This is the person who is designated to receive important legal correspondence on behalf of the company. (Connecticut does not allow the company to be its own agent.)
The company's principal office or registered office address.
The business purpose. (Massachusetts calls this the "general character" of the business.
Duration of the business (perpetual or until a specific date).
Whether the LLC is managed by members or by managers.
The name and address of at least one member or all the managers.(Idaho requires the name of at least one governor of the LLC).
The name and address of each organizer. This is similar to an incorporator for a corporation.
A copy of the LLC's name registration certificate (in Alabama)
When the filing is effective. Alabama has a deadline for filing.
Signature of an authorized representative of the LLC.
Most states allow the LLC to include additional information with the filing document. Having an attorney is helpful to make sure you include appropriate documents.
If your state doesn't have a separate category for professional LLCs, you may be asked to designate the business as a professional LLC.
How Do I Submit the Certificate?
Some states allow you to file online. You'll have to pay the fee online too. Other states allow you to fill in a PDF form, print it, and send it in. Iowa, for example, has no online form or fillable form so you will have to read the requirements in the state code and create your own form (or get help from an attorney).
How Can I Get information on State Filing Requirements?
Here are the requirements for the following states for the certificate of organization or formation:
- Alabama requires a certificate of formation for LLCs and other business entities.
- Connecticut has an online filing system (CONCORD) for business registrations.
- Delaware requires a certificate of formation for LLC formation. This document includes a typical cover letter.
- Idaho requires a certificate of organization. Here's the PDF fillable form for the application.
- Iowa's certificate of organization requirements are spelled out in the state code, but no application form is provided.
- Maine's certificate of formation form is available to fill in online and print out.
- Massachusetts has an online fillable certificate of organization form for online filing.
- Mississippi has an online filing system for business forms. You'll need to set up an account to use the system.
- You can use New Hampshire's NH QuickStart online system to file a certificate of formation.
- New Jersey has an online business formation system you can use to create a certificate of formation.
- Pennsylvania's certificate of organization form comes in a PDF format.
- Texas requires a certificate of formation for LLCs.
- Utah has an online Certificate of Organization Form you can fill in and print out.
- Washington has both online and paper forms for LLC certificates of formation.
Getting Help From an Attorney
It may seem easy to complete an LLC registration, but there may be something you're missing. Just to be sure, get help from an attorney. You'll need the attorney to craft your LLC's articles of organization (governing document).