Certificate of Organization

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.

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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

1. 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.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.