LLC Organizer Responsibilities and Role Explained

Key Takeaways

• An LLC organizer is the individual or business entity responsible for preparing, signing, and filing the Articles of Organization with the state to officially form the LLC.
• Organizers do not have to be LLC members (owners), although they can be.
• The organizer’s role is generally temporary and administrative—focused on ensuring legal formation requirements are met.
• Some states allow the organizer to reserve the business name or act as the registered agent, but these roles are distinct.
• Once the LLC is formed, organizers typically hand off control to the members or managers.
• There is no ongoing fiduciary duty or liability for organizers unless they are also members.
• Understanding the differences between LLC organizers and members is critical for proper formation and legal compliance.

An LLC organizer files the business's formation documents. The paperwork is typically filed with the Secretary of State's office, and every LLC is required to have at least one organizer. After the LLC is set up and formed, the organizer usually gives his or her power to the members of the LLC.

Until this point, however, the organizer is responsible for ensuring that the business's Articles of Incorporation are compliant with state requirements. The organizer also makes sure the filing fees are paid when the application is submitted. The organizer affirms under oath that everything in the Articles of Incorporation is correct.

By signing the Articles of Incorporation, the applying LLC agrees to conduct business activities that conform to the rules set by the state. Individual organizers must print their name, sign, and provide a mailing address where they can be contacted. If a business acts as the LLC's organizer, the name of the organizing business and the individual who is signing on the business's behalf must be given.

Organizers and registered agents are not one and the same. Organizers usually perform duties limited to the initial creation and filing of the LLC documents. They cannot share in the profits or responsibilities of the LLC unless they are members.

What Is an LLC?

LLC is an acronym that stands for limited liability company. An LLC is a business entity that combines aspects of a corporation and a partnership. The owners of an LLC are referred to as members. Ownership of an LLC does not have the same restrictions as other business structures, so LLC members can include:

• Individuals
• Corporations
• Entities outside the United States
• Other LLCs

In an LLC, owners manage the company but are cannot be held personally liable for the business's debts and obligations.

LLC Organizer Eligibility

Organizers have no legal requirements to do anything other than to create and submit the business's formation documents. They must ensure that all required attachments and fees are included with this filing. They can be assigned other tasks as allowed by state law. Some states allow organizers to act as an LLC's registered agent and receive legal paperwork for the company. They are also allowed to reserve a business name before the formation documents are submitted and assist in drafting the formal operating agreement that dictates how an LLC is run.

An LLC's operating agreement stipulates how members vote, what their duties are, and how profits are divided up. Such agreements are not required by each and every state. However, drafting an agreement is a practical option to help clearly lay out how an LLC operates.

LLC Organizer Duties and Responsibilities

The primary responsibility of an LLC organizer is to file the Articles of Organization (sometimes called a Certificate of Formation) with the appropriate state agency, typically the Secretary of State. The organizer’s role is focused on the initial legal formation of the LLC, and their tasks may include:

• Preparing the Articles of Organization in compliance with state law.
• Signing and submitting the Articles of Organization.
• Paying the required filing fees.
• Providing the initial registered agent information.
• Including their name, signature, and contact details on the filing documents.
• Reserving the LLC name prior to filing, if applicable in the state.
• Ensuring all required formation documents are correctly completed and submitted.

While organizers may assist in drafting the LLC Operating Agreement, they are not required to participate in the LLC’s day-to-day management unless they are also members or managers.

LLC Organizer Liabilities

No liability, ongoing duties, or other significance is attached to being the organizer of an LLC. Generally speaking, once an LLC is set up and filed, the organizer has no other responsibilities or duties related to the LLC.

However, organizers' liabilities may be expanding. A legal decision handed down in 2010 may require future organizers to disclose if they would benefit from profits generated by the LLC or not.

If an LLC member recruits others to invest in the LLC, he or she may be considered a fiduciary. This means that he or she must disclose the extent to which he or she profits from the business when recruiting other members.

Does the LLC Organizer Have Any Legal Liability?

Generally, the LLC organizer does not have legal liability for the debts, obligations, or management of the LLC after the formation is complete. The organizer's role is administrative and temporary, ceasing once the Articles of Organization are filed and accepted by the state.

However, organizers should be truthful and accurate in the information they submit. Submitting false or misleading formation documents could result in legal consequences such as:

• Fines or penalties for fraudulent filings.
• Personal liability if the organizer misrepresents their role or acts beyond the scope of their duties.

In some cases, if the organizer is also soliciting investments or promising financial returns, they could be deemed a fiduciary and may be required to disclose any financial interest they hold in the LLC.

LLC Member Defined

The LLC owners are also called members. LLC members are responsible for the LLC's operations, administration, and debt. An LLC member can be an individual, corporation, foreign entity, or another LLC.

Members decide how they will divide the ownership interests of the business among themselves. All states allow for single-member LLCs, so an LLC is not forced to have other members. An LLC member can be an organizer, but the organizer could also be a non-member.

LLC Organizer vs. LLC Member

The LLC formation documents have an organizer section at the bottom of the form. This section varies depending on the state where the LLC is being formed. However, it is consistent that information about the LLC members will not be listed here.

The LLC is formed by the laws set forth by the state for businesses, and these requirements do not depend on LLC members or knowing anything about them individually.

Can an LLC Organizer Also Be a Member?

Yes, an LLC organizer can also be an LLC member, but they are not required to be. The organizer is simply the person who handles the filing process, while members are the owners of the LLC.

Here’s how these roles can overlap or differ:

In single-member LLCs, the owner often serves as both the organizer and the member. In multi-member LLCs, an attorney, filing service, or other third party might act as the organizer.

LLC Documents

The LLC's organizer must file creation documents with the secretary of state, including the LLC's name and registered address as well as a list of all its members.

Registered Agent vs. LLC Organizer: What’s the Difference?

It’s important not to confuse the LLC organizer with the registered agent. These are two separate roles:

• LLC Organizer: Files the LLC’s formation paperwork and ensures compliance during formation.
• Registered Agent: Receives legal and tax documents on behalf of the LLC after formation.

In some states, the organizer can also serve as the registered agent, but this is not required. The key distinction is that the registered agent has an ongoing role in the company’s legal operations, while the organizer’s involvement is typically limited to the initial filing process.

Frequently Asked Questions

1. Can the LLC organizer be removed or replaced?
   Yes, if the Articles of Organization haven’t been filed yet, another person can take over as the organizer. After filing, the role of organizer usually ends automatically.
2. Does the organizer have any control over the LLC after filing?
   No, unless the organizer is also a member or manager, they do not have control over the LLC once the formation paperwork has been filed and accepted.
3. Can a business entity be the LLC organizer?
   Yes, both individuals and business entities (such as a law firm or LLC formation service) can act as the organizer.
4. Do I need to list the LLC organizer on my Operating Agreement?
   Not necessarily. The Operating Agreement typically focuses on the members and managers. The organizer may be mentioned in the formation documents but does not need to be part of the Operating Agreement unless they are also a member.
5. Can an LLC have more than one organizer?
   Some states allow multiple organizers to sign the Articles of Organization. Check your state’s specific requirements to confirm whether this is permitted.

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