Certificate of Organization for a Limited Liability Company
Certificate of Organization for an LLC
There are certain regulations people need to follow if they want to form a limited liability company (LLC). This is a company 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 cuts down on 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 first have to apply for a certificate of organization.
In this short article, we outline what this document is and how you can register your business for one.
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. A certificate of organization is also sometimes called a certificate of formation. Each state will have different requirements to file and fill out the form.
The person or people who want to form an LLC will file paperwork called the articles of organization. When approved, the state sends back a certificate of organization or formation. 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.
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:
- LLC name. Most states require that you include some designation that this is an LLC by including "LLC" or other similar wording in the company name.
- 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 information on behalf of the company.
- The company's principal office or registered office address.
- Whether the LLC is managed by members or by managers.
- You may be asked to provide the name and address of at least one member or all the managers.
- You may need to supply the name and address of each organizer. This is similar to an incorporator for a corporation.
- If your state doesn't have a separate category for professional LLCs, you may be asked to designate the business as a professional LLC.
This certificate of organization or formation should be mailed to the office of the secretary of state along with a check for the appropriate filing fee. Check with your secretary of state or business division for details on filing this business registration form.
What States Require a Certificate of Organization?
As of March 2018, here are the requirements for the following states when it comes to the certificate of organization or formation:
- New Jersey requires a certificate of business formation for LLCs and most other business entities.
- Texas requires a certificate of formation for LLCs.
- Delaware requires a certificate of formation for LLC formation. This document includes a typical cover letter.
- Iowa's certificate of organization requirements are spelled out, but no application form is provided.
- Idaho requires a certificate of organization. Here's the PDF fillable form for the application.
- Pennsylvania's certificate of organization form in a fillable PDF form.
Certificate of Organization vs. Articles of Organization
There is little difference between the two forms, except for those differences in states in which you file.
Articles of Organization are the required documents for forming an LLC in most states other than the ones listed above.
Submit an Application for a Certificate of Organization
Most states provide a PDF fillable form you can use to create the certificate of organization. The next step on these state websites is for you to enter credit card information to pay the filing fee. A few states, like Iowa, require you to create your own form.
Is an Attorney Needed to Apply?
It is easy to apply for this LLC organization filing on your own, but if you have more than one member or if the LLC organization is complex, you will need an attorney to file the registration for the LLC to be sure it is done correctly.
The Bottom Line
If you want to form an LLC, there is a very good chance you will have to get a certificate of organization or certificate of formation. The paperwork you file and the required fee depend on the state in which you intend to register your LLC. Be sure to check with your state's secretary of state/business division for more information about what documents you'll need to to register an LLC in your state.