Updated on: June 24th, 2024

What Is a Certificate of Organization for LLC? (Free State Forms Included)

An LLC is a Limited Liability Company. An LLC is a business owned by one or more members. People that choose to form this type of business typically do so to protect their personal assets. By forming an LLC, a person’s liability is generally limited to what he or she invested in the business. A corporation limits liability as well, but by forming an LLC, double taxation is avoided.

If you choose to form an LLC, there are a number of steps you need to take, the most important of which is filing your Certificate of Organization (also known as Articles of Organization). The form is required to start an LLC in most states and is typically filed with the Secretary of State for your state. It is this step that officially starts your LLC. You can have an LLC formation service do this for you or do it yourself. Below, we will explain how to file this document yourself. We will also link you to some sites where you can access some of the forms from various states. The forms are generally free, but most states have a filing fee.

What is a Certificate of Organization?

A Certificate of Organization is a document that needs to be filed in most states to form an LLC. This document is usually filed with your state’s Secretary of State. The name of this document and the requirements for filing it vary from state to state. So, it is essential to check your state’s requirements.

In most states, you’ll have the option of filing your Certificate of Formation online or through the mail. It is important to have the form filled out correctly before filing it; so, if you are filing it yourself, you may want to have a lawyer look it over beforehand.

Once you do send in your documents, the state will send you an acceptance certificate. This is your proof that your LLC is legally formed and allowed to operate in your state of formation.

If you want your LLC to operate in more than one state, you will need to file a Certificate of Organization in each state you want your business to operate in. Your LLC will be a foreign LLC in any state it operates in beyond the original state of formation.

What Information Should Be Included in a Certificate of Organization?

You’ll need a variety of information to properly fill out your Certificate of Organization or Articles of Organization as they are sometimes called. Also, you might want to gather together the information you will need before filling out the form. Doing this will give you a chance to make sure you have all the information you need. We will list all the information you will likely need to fill out the document, although this can vary by state.

  • Name of the LLC: This is where you put the name you have chosen for your business. Most states have some rules you need to follow when naming your business, so it is best to check these out. Also, you might want to do a name availability check with your state’s database to ensure your chosen name is not already taken.
  • LLC Registered Agent’s Name and Address: A registered agent is a person or service that will be available to accept legal correspondence on your business’s behalf. This can be a member of your LLC, an attorney, or one of the many services you can hire to do this.
  • LLC Effective Date: The date your Limited Liability Company begins to operate. You can choose a delayed date which in most states can be no more than 90 days in the future. If you don’t choose a delayed effective date, the effective date will be the day your LLC is approved.
  • Business Purpose: This does not need to be specific. You can put that your business’s purpose is to engage in legal business activities or something similar if you prefer not to be specific.
  • Registered Office Address: This is your registered agent’s address.
  • Type of Management: You need to put down whether your business is member-managed or manager-managed.
  • Business Duration: You mark the end date of your business or that the business is perpetual.
  • Name and Address of a Member: This is where you list the name and address of one or all of the LLC’s members. If you are forming an LLC in Idaho, you must list one of the governors of the LLC.
  • Names and Addresses of the Organizers: These are the names of the people who filed the LLC formation documents or the lawyer or service that filed the documents. This may be the members, but it does not have to be.
  • Signature of an Authorized Representative: The signature should be from a managing member of the LLC.
  • Name Registration Certificate: This is only required in Alabama.

How Do I File the Certificate of Organization?

States vary in the way they allow LLC formation documents to be filled out and filed. Some states will allow you to fill out and file the documents online. Whereas other states allow you to fill out the documents online, but then have you print the documents and mail them to the appropriate office. Then some states may not even have an online form. So, you really need to check the method your state uses.

Should I Form an LLC By Myself?

You can file an LLC on your own, but there are a lot of steps involved, and it’s easy to make a mistake. This means your LLC formation could be delayed while you fix the errors. Using an LLC formation service ensures the documents are filled out correctly. The service also gives you access to many additional services that make operating an LLC easier.

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Where Do I Get the Certificate of Organization Templates?

(You can also download our Articles of Organization template here)

Here are the websites for a number of states’ Certificate of Organization templates & requirements:

  • Alabama: This state requires LLCs to file a Certificate of Formation.
  • California: You can file online or locate the form you need to mail in here.
  • Connecticut: The online filing system is called CONCORD. Go here for online registration. Or here to fill out the form, print, and mail in.
  • Delaware: This state requires a mailed-in form with an attached cover letter.
  • Florida: It’s possible to file online or access the form to fill out and send in here.
  • Idaho: A certificate of organization is required. Here is the form to print and send in.
  • Iowa: Iowa requires a Certificate of Organization but does not provide an application. Here are the requirements outlining what you must include in your filing.
  • Maine: Here is the Certificate of Formation form to fill out and send in.
  • Massachusetts: This state allows you to file your Certificate of Formation online here.
  • Mississippi: You will need to make an account on the state’s website, and then you can file online.
  • Nevada: You can fill out the form and print it to file here.
  • New Hampshire: This state provides the online NH Quickstart system to file your Certificate of Formation. But, you will need to make an account.
  • New Jersey: You can file your certificate of formation online here.
  • Pennsylvania: You can fill out this PDF form online and send it to the Department of State.
  • Texas: You can find the PDF with the instructions and form to fill out and file here.
  • Utah: To filea Certificate of Organization, you can fill out and send in this form.
  • Washington: You can complete your Certificate of Formation filing either online or on paper here.

Final Thoughts

Forming an LLC isn’t easy, and you are going to have to perform a number of steps when you do it yourself. But, take comfort knowing that filling out your Certificate of Organization will officially start your LLC. Just choose your state’s form and get started.

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