A limited liability company (LLC) organizer is the person who prepares and files the relevant Articles of Organization with the state to form the LLC. The organizer is responsible for making sure the documents are filed correctly in full compliance with state requirements.
An LLC is a business entity that offers liability protection for owners, as well as pass-through taxation, much like a sole proprietorship. To learn more about LLCs, read this Step By Step article.
What are Articles of Organization?
The Articles of Organization is the legal document filed with your state to form an LLC. Depending on your state, it may be called a Certificate of Organization or a Certificate of Formation. This document provides key details about your company and establishes your LLC as a registered business entity in your state.
The document is similar to the Articles of Incorporation that you’d file to form a corporation. Learn more about forming a corporation in this Step By Step article.
The items included in the articles of organization are generally:
- Company Name. You first need to search your secretary of state’s website to make sure the name you’ve chosen is not already taken. You also need to check your state’s business name regulations. For an LLC you must use “LLC”, “limited liability company”, or “limited liability” in the company’s officially registered name. You also generally cannot use terms like “bank” or “insurance” if they do not apply, nor can you use a name that can be confused with a government entity name. You should also check the US Patent and Trademark Office to make sure the name hasn’t been trademarked.
- Business Address. You need to use a physical address, not a P.O. box.
- Company Purpose. Some states require more detail than others in this section. In some states, you can just say “to engage in lawful activity”, while in others you have to specify your specific type of business and what you will do in the course of business.
- Registered Agent Name. A registered agent is the person or company that sends and receives legal documents on behalf of your LLC. The registered agent can be a member of the LLC, or you can choose a third party such as an attorney, or a company that offers registered agent services. Most states require you to have a registered agent. The agent must be a resident of the state where you do business, or a corporation authorized to do business in your state. (see this Step By Step article for more on registered agents)
- Member Names. The names of all the members of the LLC must be stated. The members are the business owners of the LLC.
- Manager Name or Names. There are two types of management structures:
- A Member-Managed LLC is managed by the members of the LLC. This is usually chosen by smaller LLCs with few members who will be involved in various management roles.
- A Manager-Managed LLC is managed by people who are not members of the LLC and are employees of the business. This structure is often used when an LLC is larger and has multiple members.
- LLC Start Date. In most states, you can choose a date that is within 90 days of the date on which your LLC is approved. But generally, the start date will be the actual date your LLC is approved by your state.
- Duration of the LLC. Generally, an LLC will go on forever unless you dissolve it. This is called a perpetual LLC. You can elect to have an indefinite LLC that will be dissolved on a specific date, or when a certain event occurs.
Who Can Be an LLC Organizer?
In many cases, a member of the LLC serves as the organizer, but there are other options. This would include an attorney, your LLC’s registered agent, or specific individuals authorized to serve as organizer. You could also hire a business formation service such as ZenBusiness or Legal Zoom to serve as organizer for your LLC.
Generally, the only rule regarding an LLC organizer is that the person must be at least 18 years of age.
The LLC organizer is simply the person who files the documents required to form an LLC. Once that is done, unless the organizer is an active member of the LLC, their role is complete.
Whether you choose to be your own organizer or choose someone else is up to you. Choosing an attorney or a business formation service, however, can ensure that your articles of organization are filed correctly.