What Is a Certificate of Organization for an LLC?

A certificate of LLC is another name for the certificate of organization, which is required in many states to form a limited liability company (LLC). If your state requires the filing of this document, you will file it with the Secretary of State. You might also hear this certificate referred to as a certificate of formation.

What Is Included in a Certificate of Organization?

Each state has its own requirements for the certificate of organization with specific information that must be included.

Across the board, you'll typically see these components as the most common requirements within your LLC's certificate of organization:

  • Name of the LLC, with some type of designation of the business entity type, such as the words “Limited Liability Company” or an acceptable abbreviation
  • The LLC's effective date, or when it was formed
  • The name and address of the LLC's registered agent, who is a person or company designated to manage and receive any legal documents on the company's behalf. The address must be within the state in which the LLC is operating.
  • Whether the company will be managed by managers or its own members
  • The LLC's business address, either for its registered or principal office
  • Name(s) and address(es) of the LLC member(s) or manager(s)
  • Name(s) and address(es) of the LLC organizer(s), which is similar to a corporation's incorporator
  • Designation as a professional LLC, if required 

Upon completion of the certificate of organization, you must mail the document and the required filing fee to the Secretary of State's office. Before you submit anything, check the Secretary of State's website or visit the office to find out more about the requirements to file the certificate for your LLC.

What States Require a Certificate of Organization? 

Several states have their own requirements for the certificate of organization. For example, the state of New Jersey requires that most business entities, including LLCs, file a certificate of organization. In Texas, you must also file a certificate of organization to start an LLC. If you're operating in the state of Delaware, you will need to submit a certificate of organization, along with a standard cover letter.

The requirements for information to include in the certificate of organization for filing in Iowa are clearly stated on the Secretary of State's website, but you must use your own form as the state doesn't provide a designated application form. In Idaho, you can use the fillable PDF on the Secretary of State's website when forming an LLC. For LLCs in Pennsylvania, the certificate of organization is available in Microsoft Word format.

The Difference Between Certificate of Organization and Articles of Organization

The most commonly required document to form an LLC in the majority of states is the articles of organization. Between the certificate of organization and articles of organization, there are few differences. The state in which you plan to file to register your LLC will dictate what needs to be included.

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

Submitting an application to create the certificate of organization is fairly simple. Most states provide an online form that you can fill in, which is then used to create your certificate. After you submit the fillable PDF form, the next step is paying the filing fee. When you're submitting online, you will need to pay by credit card. In some states, you will have to make your own form. For example, Iowa requires LLC owners to create their own forms.

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

For a single-member LLC, the process of applying to form an LLC is fairly simple. However, in multi-member LLCs or more complex business formations, you may want to hire an experienced business attorney to handle the filing of the registration forms and prevent any mistakes. 

Certificate of Limited Liability

Any business owner who wants to lessen their personal liability for company debts and actions can choose either an LLC or a limited liability partnership. However, your state may limit the formation of limited liability partnerships to businesses that provide professional services. The laws in your state will outline what professional services are required to form this type of business. 

If you need help with a certificate of 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.