What Is a Certificate of Organization?

A certificate of formation LLC is required in most states when a limited liability company forms. These must be filed with the Corporations Division in order for a domestic LLC to be formed. The certificate must be signed by the person who is officially forming the limited liability company and must be sent with all the appropriate filing fees to the secretary of state. Filing a certificate of organization will cost you approximately $500.00

What Must be Contained in the Certificate of Organization

There are certain pieces of information required to be included in the certificate of an organization such as:

  • A Federal Employer Identification Number.
  • The name of the company, which must contain abbreviations or have included in the name indicators that they are a limited liability company such as LLC, or LC for limited company.
  • The address of the office where the records will be filed and maintained.
  • Certificates by regulating boards for members or manager in companies that produce professional services that require certifications.
  • If specified, the latest date of dissolution.
  • The name, address, and consent of the agent of service.
  • Name and business addresses of every office location and manager.
  • The name and business address of any other person associated with the business who will be authorized to execute documents that can be filed with the Corporations Division.
  • Authorized persons who will be named for any matters.
  • The date that the LLC will go into effect.

What States Require a Certificate of Organization?

As of May 2016, the following state requires the filing of a certificate of organization to start an LLC:

  • Texas.
  • New Jersey.
  • Iowa.
  • Delaware.
  • Idaho.
  • Pennsylvania.

How Do I Submit an Application for a Certificate of Organization?

In many states it is easy to complete a Certificate of Organization as they provide a PDF form to fill out. After the form is completed you will be taken to a credit card processing site to pay the fee. While this is typical in most states, some states such as Iowa, may require you to draft your own form.

Do I Need an Attorney to Apply for a Certificate of Organization?

While is is easy to create these on your own, if you have a multi-member LLC or a company that is more complex in its organization or operations having a lawyer set it up may be the best way to ensure everything is done correctly.

LLC's Operating Agreement

An operating agreement will contain multiple pieces of information related to the ownership, management, and operation of the company. This will be filed with the state and require a fee as any amendments are added. 

Amendments in the Certificate of Organization

You may amend your Certificate of Organization at any time. Amendments must be filed to reflect:

  • Any designation of managers that were not originally listed as managers.
  • Any changed in authorized signatories or managers.
  • Changes to any other information that is required on the Certificate of Organization.
  • Changes to information that could later be considered to be false.

Just like the original Certificate of Organization, amendments will be required to contain specific information such as:

  • Federal Employer Identification Number.
  • The company name.
  • The date of the original certificate filing.
  • Name and address of each office and manager.
  • Name and address of all parties authorized to execute documents.
  • The information that needs to be amended.
  • The signature of an authorized signer or manager that can file documents on behalf of the company with the Corporations Division.
  • The $100.00 filing fee that will need to accompany any amendments that are filed.

Annual Reports

When an annual report is created it will have to contain the same information that was filed in the Certificate of Organization along with any changes. Every LLC will be required to file their annual report with the Corporations Division before the anniversary date that they filed their Certificate of Organization. Along with the information contained in the Certificate of Organization, the annual report must contain other matters that authorized persons determine to include and be filed with an annual $100.00 filing fee.

If you need help with the Certificate of Formation for your LLC, you can post your legal need on UpCounsel's marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.