What is a Certificate of Organization?

What is Article of Organization

All set to form a Limited Liability Company?

Have all the information regarding the documents you’ll need for forming an LLC, like the Articles of Organization and Operating Agreement?

What about the Certificate of Organization?

Some of the states in the US now require you to file a new document known as Certificate of Organization for forming an LLC. Also known as the Certificate of Formation, it contains a host of important details about the LLC.

If you’re planning to form an LLC, here are some of the most important things that you should know about the Certificate of Organization-

What is a Certificate of Organization?

The Certificate of Organization is a document needed for forming an LLC in some states like New Jersey, Iowa, Delaware, Texas, Pennsylvania, and Idaho.

In most of the states, you’re required to submit your LLC’s Articles of Organization to the Secretary of State’s office. After going through the documents and approving it, the state office then sends you the Certificate of Organization.

In some other states, you need to create the Certificate of Organization and file it with your Secretary of State’s office. The state office will then stamp and sign the certificate before sending it back to you.

What Information is Included in the Certificate of Organization?

The information included in the Certificate of Organization varies between states. However, most of the certificates do have these basic details like-

  • Name of the LLC
  • Date on which LLC was formed
  • Registered Agent’s name and address (In case of single-member LLC, the single member is the Registered Agent and in multi-member LLCs, the members select one as a Registered Agent)
  • Address of the LLC’s registered office
  • Whether LLC management is handled by the members themselves or by hired managers
  • Name and address of one or all the members

How to Submit Certificate of Organization?

As mentioned above, you’re either required to submit your LLC’s Articles of Organization to the state office and they’ll send you the Certificate of Organization or you need to create Certificate of Organization on your own and submit the same to the state office depending on the state where you’re registering the LLC.

If you want to create a Certificate of Organization, the State Secretary’s website generally has a fillable PDF form that you can use. After filling the certificate, you can submit it online and pay the filing fee.

However, in some of the states, you’re required to print the PDF form and then fill it manually before mailing it to the State Secretary’s office. After going through the certificate, the state office will then sign and stamp it before sending it back to you.

In case if you want to create Articles of Organization for your LLC, you can find several templates online that you can use. But if you want to create a multi-member LLC, it is better to consult an attorney for the same. Once the Articles of Organization is created, you can mail the same to the State Secretary’s office and they’ll send the Certificate of Organization after due verification.

Is the Certificate of Organization Similar to Articles of Organization?

Both, the Certificate of Organization and the Articles of Organization, do the same job of registering your LLC in a state. It is just that different states call it by different names and the information included in them can vary between states.

In some states, you’ll need the Articles of Organization and in some others, you’ll need a Certificate of Organization.

Moreover, states like Texas, Delaware, and New Jersey require ‘Certificate of Formation‘ which is another name for ‘Certificate of Organization‘.

Is the LLC Owner/Member Responsible for Filing Certificate of Organization?

It is not necessary for a particular person to file the Certification of Organization for your LLC. If you’re creating a single-member LLC, you can file it or you can hire a document filing company or attorney to do the needful.

Even in case of multi-member LLCs, any member of the LLC or a document filing company or attorney can file the certificate.

How Much Time Does It Take to File Certificate of Organization?

This again depends on the state in which you’re filing. Some states complete the filing process within 2-3 working days while in many other states, the process can be as long as several weeks. To make sure that there are no errors from your end, it is better to hire a document filing company or an attorney.

Conclusion

The Certificate of Organization is only required in a few states. If you’re planning to form an LLC, it is important to consult the State Secretary’s office to know whether or not you need the certificate in the state where you’re planning to register.

Even in states where the certificate is required, the whole process of creating and filing it is mostly easy. In case of any concerns, you can visit the State Secretary’s website or consult an attorney or document filing company.

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