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What is a Certificate of Organization?
A certificate of organization is a legal document that needs to be filed with the secretary of state when forming a new Limited Liability Company ( LLC ). This document registers the business with the state and proves that it is a legitimate, legally operating business.
Every state has different laws and requirements surrounding the filing of a certificate of organization and it can be referred to by several different names. Other names for a certificate of organization include:
- Certificate of Existence
- Certificate of Authority
- Certificate of Status
- Certificate of Formation
You can contact your state’s business division to find out details on the laws and requirements for filing a certificate of organization.
How Do I Get a Certificate of Organization?
In most states, you can now file an application for a certificate of organization online. If you would prefer a hard copy, you always have the option to print the application, fill it out, and mail it to the secretary of state. You will be required to pay a filing fee when submitting your application.
Once your application is received, reviewed, and approved, the state will send back an acceptance certificate. This certificate is proof that your LLC is now an official legal business in your state.
If you operate your business from several different states, you will need to have a certificate of organization from each state in which the business operates.
How Long Does It Take to Get a Certificate of Organization?
Depending on which state you are filing in, and whether you are filing online or by mail, processing times will vary. Generally, it takes around four to six weeks to have your application approved and receive your Certificate of Organization.
Some states offer the option to expedite the process for a fee. This normally shortens your wait period to around ten business days.
Here is an example of New York State’s fee structure for filing LLCs.
How Do I File a Certificate of Organization?
In most states, filing a Certificate of Organization is as easy as logging into the appropriate website, submitting an application, and paying a filing fee online.
You can follow these easy steps to file your certificate of organization:
- Step 1: Go to your state’s government website and locate the e-filing section.
- Step 2: Read the instructions for filing in your state. Many states will include an instructions section before you get to the e-file portal. Read these carefully to make sure you follow all requirements and directions.
- Step 3: Create an account. Most state government websites will require you to create an account and log in to file any paperwork for your business.
- Step 4: Fill out the required information. Many states will populate a fillable form with information like the effective date, the company name, addresses, and other pertinent information. Be sure that you fill this out completely and accurately.
- Step 5: Pay the filing fees and select options for copies. Many states will allow you to select the option to have a certified copy of your certificate of organization mailed to you for a fee. It is a good idea to select this option to have your own certified copy for your records.
Although each state’s requirements will differ, most states require the following information to file a certificate of organization:
- The name of the LLC
- The effective date of the formation of the LLC
- The name and address of the registered agent of the LLC
- The company’s principal office
- The business purpose or sometimes called “general character” of the LLC
- Duration of the business
- The name and address of one member of the LLC
- The name and address of each organizer of the LLC
- Some states require a copy of the name registration certificate
- Signature of the authorized representative
Here is an article about the necessary requirements by state to file a certificate of organization.
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Articles of Organization vs. Certificate of Organization
Articles of organization are very similar to the certificate of organization when forming a new limited liability company and in some states, the name is interchangeable.
Just like the certificate of organization, the articles of organization are a type of formation document for an LLC. This document should include the name of the LLC, county where the LLC is formed, address of the business, management structure, formation date and signature of the authorized representative.
Click here to read more about Articles of Organization.
Certificate of Organization FAQs
- Who can file a certificate of organization?
Anyone is able to file a certificate of organization for your LLC. You, another member of the LLC can file this document. You can also choose to consult a corporate lawyer who can file the form on your behalf.
- What does a certificate of organization look like?
A certificate of organization is a document that will include key information about your business like the name of the LLC and the type of LLC structure you have formed. It will also include the name of the registered agent as well as the names of other managers or members. An approved certificate of organization will be marked by the secretary of state.
- Is my Certificate of Organization Public Record?
Yes. Certificates of organization are public record. Because certificates of organization require the names and addresses of registered agents and members, you can use the option of a registered agent service to keep this information private.
- I have filed my certificate of organization, now what do I do?
Once your certificate of organization is approved, there are a few more steps you need to take to get your LLC up and running.
- Create an LLC Operating Agreement - An LLC operating agreement outlines the business ownership and the roles of your members. Some states require this document; however, it is good to have whether it is required or not.
- Get an Employer Identification Number - You will need an employer identification number or EIN to open a business bank account or hire employees. You can get your EIN through the IRS website.
- Open a Business Bank Account- You will want a separate bank account for your business to separate your personal finances from your business finances. You can open a business account with most major banks.
- Does my certificate of organization expire?
Certificates of organization do not expire. This certificate will be valid as long as your LLC is legally operating and properly maintained.
- Where do I file my certificate of organization if my company operates in two different states?
If you do business in more than one state, you will have to file a certificate of organization in each state you do business. You will have to choose a home state for your business. Then, you will register your LLC as a “foreign LLC” in any other state that you plan to do business in.
Get Help Filing a Certificate of Organization
Do you have questions about filing a certificate of organization and want to speak to an expert? Post a project today on ContractsCounsel and receive bids from lawyers who specialize in LLC formation and certificates of organization.
Meet some of our Certificate of Organization Lawyers
John Daniel "J.D." Hawke is an experienced attorney with a law practice in Mobile, Alabama. He was born in Fairhope, Alabama and after earning his undergraduate degree at Auburn University, he received a law degree from Thomas Goode Jones School of Law in 2010. After law school, he formed the Law Office of J.D. Hawke LLC and over the last decade he has fought incredibly hard for each and everyone of his clients. His practice focuses on representing people facing criminal charges and clients dealing with family law matters. In addition to criminal defense and domestic relations cases, he also regularly handles contract disputes, personal injury cases, small business issues, landlord/tenant disputes, document drafting, and estate planning. He is licensed to practice law in the State of Alabama and the United States District Court for the Southern District of Alabama.
Thomas Codevilla is Partner at SK&S Law Group where he focuses on Data Privacy, Security, Commercial Contracts, Corporate Finance, and Intellectual Property. Read more at Skandslegal.com Thomas’s clients range from startups to large enterprises. He specializes in working with businesses to build risk-based data privacy and security systems from the ground up. He has deep experience in GDPR, CCPA, COPPA, FERPA, CALOPPA, and other state privacy laws. He holds the CIPP/US and CIPP/E designations from the International Association of Privacy Professionals. Alongside his privacy practice he brings a decade of public and private transactional experience, including formations, financings, M&A, corporate governance, securities, intellectual property licensing, manufacturing, regulatory compliance, international distribution, China contracts, and software-as-a-service agreements.
Attorney of 6 years with experience evaluating and drafting contracts, formation document, and policies and procedures in multiple industries. Expanded to estate planning last year.
George is a lifelong Houston resident. He graduated from St. Thomas High School and then Texas A&M University. He obtained his Doctor of Jurisprudence from South Texas College of Law in 2007. He is experienced in real estate, estate planning & probate, civil/commercial matters, personal, injury, business matters, bankruptcy, general counsel on-demand, and litigation. He is active in the community serving as past-president of the St. Thomas Alumni Board, a current member of the Dads Club Aquatic Center Board of Directors, current member of the Dickinson Little Italy Festival of Galveston County Board of Directors, and former PTO President for Briarmeadow Charter School.
My clients are often small and medium size technology companies, from the "idea" stage to clients who may have raised a round or three of capital and need to clean up a messy cap table. I help with all legal matters related to growth that keep founders up at night - hiring people, allocating equity, dealing with shareholders and investors, client negotiations and early litigation counseling (before you need a litigator). I've seen a lot, and because I run my own business, I understand the concerns that keep you up at night. I’ve been through, both on my own and through other clients, the “teething” pains that will inevitably arise as you scale-up – and I’m here to help you. I have over 20 years international experience devising and implementing robust corporate legal strategies and governance for large multinationals. I now focus on start-ups and early/medium stage technology companies to enable a sound legal foundation for your successful business operations. Many of my clients are international with US based holding companies or presences. My 17 years abroad helps me "translate" between different regimes and even enabling Civil and Common Law lawyers to come together. Regularly, I handle early stage financings including Convertible Notes, Seed and Series A/B financings; commercial and technology contracts; international transactions; tax; mergers and acquisitions.
Sammy Naji focuses his practice on assisting startups and small businesses in their transactional and litigation needs. Prior to becoming a lawyer, Sammy worked on Middle East diplomacy at the United Nations. He has successfully obtained results for clients in breach of contract, securities fraud, common-law fraud, negligence, and commercial lease litigation matters. Sammy also counsels clients on commercial real estate sales, commercial lease negotiations, investments, business acquisitions, non-profit formation, intellectual property agreements, trademarks, and partnership agreements.