Certificate of Organization for a Limited Liability Company
Certificate of Organization/ Certificate of Formation/ Articles of Organization
What is a Certificate of Organization for an LLC?
A Certificate of Organization is a new type of document filed with the secretary of state in some states to form a limited liability company (LLC). A certificate of organization is also sometimes called a certificate of formation.
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 (the person who is designated to receive important legal information on behalf of the company.
- The address of the company's principal office or registered office.
- Whether the LLC is managed by members or by managers.
- You might be asked to provide the name and address of at least one member, or all the managers.
- You might need to supply the name and address of each organizer (similar to an incorporator for a corporation)
- If your state doesn't have a separate category for professional LLC's, you might be asked to designate the business as a Professional LLC.
This certificate or 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 state's secretary of state/business division for details on filing this business registration form.
What States Require a Certificate of Organization?
As of Ma, 2016:
New Jersey requires a certificate of business formation for LLC's and most other business entities.
Texas requires a certificate of formation for LLC's.
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 MS Word format)
How is a Certificate of Organization Different from Articles of Organization?
Articles of Organization are the required documents for forming an LLC in most states, other than the ones listed above. There is little difference between the two forms, except for those differences in states in which you file.
How Do I Submit an Application for a Certificate of Organization?
Most states provide a PDF fillable form that you can use to create the Certificate of Organization. The next step on these state websites is for you to enter credit card information pay the filing fee. It's a simple process. A few states, like Iowa, require you to create your own form.
Do I Need an Attorney to Apply for a Certificate of Organization?
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 at all, you will need an attorney for the LLC registration filing to be sure it is done correctly.
A note on information:The information on states requiring a certificate of organization is up to date of May, 2016. Be sure to check with your state's secretary of state/business division for more information about the requirements for filing documents to register an LLC in your state.