A limited liability company (LLC) organizer is a required part of the LLC formation process. An LLC organizer ensures the LLC’s formation documents are properly filed with the state, establishing the LLC as a legal entity.
Here’s a breakdown of what an LLC organizer does, who can be an LLC organizer, and how a professional LLC formation service can help fulfill the duties of an LLC organizer.
What is an LLC organizer?
An LLC organizer is the person or entity responsible for preparing, signing, and filing the LLC’s articles of organization with the state.
An LLC’s articles of organization (also called a certificate of organization or certificate of formation) is a formation document that you must file with your state’s Secretary of State or equivalent agency. It lists details about your LLC, such as its name and business purpose and information about its members (owners) and managers.
It's the LLC organizer's duty to ensure that required documents are compliant with state law and filed in a timely manner. Every LLC must have an organizer during the initial stages of formation.
An LLC organizer can be a member of the LLC or a separate individual or entity. If the organizer is not a member, the organizer typically relinquishes power back to the members of the LLC after the LLC forms.
Key responsibilities
The main duty of an LLC organizer is to sign and file the LLC's formation documents and ensure they meet all of the state's requirements. By signing these documents, the organizer attests that all information is accurate and complete and that the LLC will conduct business according to the state's rules.
The organizer must file these documents with the state agency that has jurisdiction over businesses, typically the Secretary of State. States do not generally accept these documents without an LLC organizer. Once the organizer has filed the LLC formation documents, the LLC can conduct business in that state.
An LLC organizer is responsible for fulfilling the following duties:
- Preparing and filing the LLC’s articles of organization with the state’s Secretary of State or equivalent authority
- Paying LLC filing fees
- Ensuring required information such as the LLC name, physical address, and registered agent is included in the articles of organization
While not one of an LLC organizer’s core duties, an LLC organizer can also help draft the LLC’s operating agreement. An operating agreement is a document that describes the LLC members’ responsibilities and how the company will be run.
Once the LLC is formed and members have been appointed, the LLC organizer’s role often ends.
However, if state law allows, LLC members can expand the role of an LLC organizer to take on more responsibilities within the business.
An LLC organizer’s role may continue in certain circumstances, such as the following.
- The LLC organizer is also a member of the LLC. In cases where a member of the LLC serves as the LLC organizer, the organizer will need to fulfill their ongoing membership duties, such as managing the LLC and making business decisions.
- The LLC organizer is assigned additional responsibilities. An LLC organizer may be asked to make changes to existing documents, file annual reports for the LLC, draft and file an operating agreement, or set up an LLC’s business bank account, among other duties.
- The LLC is also the LLC’s registered agent. In some states, LLC organizers can also act as the LLC's registered agent, which is an individual or business entity that sends and receives legal documents on behalf of the LLC. LLCs are required to have a registered agent to receive service of process on behalf of the business. Some professional registered agent services may also include the fulfillment of LLC organizer responsibilities.
Keep in mind that liability falls to LLC members, not the organizer (unless the organizer is also a member).
LLC organizer vs. LLC member
The main difference between an LLC organizer and an LLC member is that an LLC organizer is responsible for filing an LLC’s articles of organization but isn’t necessarily a member of the LLC, while an LLC member is an owner of the LLC and may be responsible for managing the business.
Here’s a quick look at the core differences between an LLC organizer and an LLC member.
| LLC Organizer | LLC Member | |
|---|---|---|
| Duty | Form the LLC (file legal paperwork) | Own and manage the LLC |
| Involvement | Startup process | Ongoing business operations |
| Required by Law? | Yes | Yes |
| Liability | No | No |
Who can be an LLC organizer?
An LLC member can serve as their own LLC organizer or use a legal entity—such as a corporation, another LLC, or a partnership—as their LLC organizer. Attorneys, business owners, and LLC formation services may function as LLC organizers.
There are few restrictions on who is eligible to be an organizer, but most states require the organizer to be at least 18 years old.
An LLC organizer’s information may be listed on an LLC’s articles of organization, which is a public document. Some people choose to hire lawyers or use formation services to act as their LLC organizer to protect their privacy.
How LegalZoom can help
LegalZoom can help take the stress out of LLC formation and help you avoid costly mistakes, such as having your paperwork rejected. While we do not act as organizer, LegalZoom can be your parter as you start your business, from providing business legal advice to a variety of services to help your run your business.
FAQs
Is the LLC organizer liable or responsible after formation?
The law varies by location. In New York, prior to 2010, an LLC organizer was not liable for LLC activities based on their limited involvement during the initial stages of formation. Their only responsibility was signing and filing the articles of organization. There may have been some liability if the organizer acted beyond the scope of the traditional duties.
However, in 2010, a decision by an appeals court expanded LLC organizers' liabilities in certain situations. According to the ruling, based upon an organizer's specific role in the LLC, they could be considered a fiduciary—or trustee—if they solicit members. As a fiduciary, the organizer must disclose whether they benefit from the LLC's profits.
When an organizer has completed the main duties of signing and filing the LLC's formation documents, their responsibilities to the LLC are usually complete, at which point the organizer cedes all authority back to the LLC's members. Consider the assistance of an attorney to guide your chosen organizer through the process or to become the organizer for you.
Can you change the LLC organizer?
Yes. If you have selected someone to file your LLC’s articles of organization and they haven’t submitted the document yet, you can simply appoint a new individual or entity to serve as your LLC organizer. If the articles of organization have already been filed with the state, then the organizer’s name cannot be changed.
Does the LLC organizer have any control over the business?
An LLC organizer does not have control over the business unless they are also a member or manager of the LLC.
Do I need to name the organizer in the operating agreement?
You are not legally required to name the limited liability company organizer in your LLC operating agreement.
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