Certificate of Organization for a Limited Liability Company

A limited liability company (LLC) is a business form that can be owned by one or more people—all known as members. As the name suggests, an LLC cuts back on the liability your company may face, meaning it reduces paperwork, saves you on taxation, and can give you protection against litigation.

But how do you go about getting an LLC set up? You'll need to file an application document with your state's Secretary of State. Most states require articles of organization.

Some states require an LLC application document with a different name:

Certificate of Organization: Connecticut, Idaho, Iowa, Massachusetts, Pennsylvania, Utah
Certificate of Formation: Alabama, Delaware, Maine, Mississippi, New Hampshire, New Jersey, Texas, Washington

All of these documents are similar and they ask for the same type of information.

What Is a Certificate of Organization?

A certificate of organization is a type of document filed with the secretary of state in some states to form an LLC. An LLC certificate is also sometimes called a certificate of formation. Each state will have different requirements to file and fill out the form.

Note

Most states allow you to file this application document online or to fill out the form online, print it, and send it in. You may want to check with an attorney before you file, to make sure everything is correct. Here's a list of the websites of the secretaries of state (or equivalent state agency) in each state.

When they receive your formation document, the state sends back an acceptance certificate. This certificate is a legal document that says the LLC was duly formed and is officially recognized as a legal entity in the state in which it was filed.

If your business has locations in several states, you'll need to file formation documents in each state. The first state where you file is your "domestic" LLC and additional state registrations are filed as foreign LLCs. (In this case, foreign doesn't mean a foreign country.)

What Is Included in a Certificate of Organization?

For the states in which the LLC is to be registered, the required information for the certificate of organization or certificate of formation varies.

Here's a list of the most common pieces of required information for a certificate of organization:

The name of the LLC. Most states require that you include some designation that this is an LLC by including "LLC" or other similar wording in the company name. Iowa, for example, says the name of an LLC must contain the words "limited liability company" or "limited company" or the abbreviation "L.L.C", "LLC", "L.C." or "LC". "Limited" may be abbreviated as "Ltd" and "company" may be abbreviated as "Co".  

The effective date of the LLC.

The name and address of the registered agent. This is the person who is designated to receive important legal correspondence on behalf of the company. (Connecticut does not allow the company to be its own agent.)

The company's principal office or registered office address.

The business purpose. (Massachusetts calls this the "general character" of the business.

Duration of the business (perpetual or until a specific date).

The name and address of at least one member or all the managers.(Idaho requires the name of at least one governor of the LLC).

The name and address of each organizer. This is similar to an incorporator for a corporation.

A copy of the LLC's name registration certificate (in Alabama)

When the filing is effective. Alabama has a deadline for filing.

Signature of an authorized representative of the LLC.

Note

Most states allow the LLC to include additional information with the filing document. Having an attorney is helpful to make sure you include appropriate documents.

If your state doesn't have a separate category for professional LLCs, you may be asked to designate the business as a professional LLC.

How Do I Submit the Certificate?

Some states allow you to file online. You'll have to pay the fee online too. Other states allow you to fill in a PDF form, print it, and send it in. Iowa, for example, has no online form or fillable form so you will have to read the requirements in the state code and create your own form (or get help from an attorney).

How Can I Get information on State Filing Requirements?

Here are the requirements for the following states for the certificate of organization or formation:

Alabama requires a certificate of formation for LLCs and other business entities.
Connecticut has an online filing system (CONCORD) for business registrations.
Delaware requires a certificate of formation for LLC formation. This document includes a typical cover letter.
Idaho requires a certificate of organization. Here's the PDF fillable form for the application.
Iowa's certificate of organization requirements are spelled out in the state code, but no application form is provided.
Maine's certificate of formation form is available to fill in online and print out.
Massachusetts has an online fillable certificate of organization form for online filing.
Mississippi has an online filing system for business forms. You'll need to set up an account to use the system.
You can use New Hampshire'sNH QuickStart online system to file a certificate of formation.
New Jersey has an online business formation system you can use to create a certificate of formation.
Pennsylvania's certificate of organization form comes in a PDF format.
Texas requires a certificate of formation for LLCs.
Utah has an online Certificate of Organization Form you can fill in and print out.
Washington has both online and paper forms for LLC certificates of formation.

Getting Help From an Attorney

It may seem easy to complete an LLC registration, but there may be something you're missing. Just to be sure, get help from an attorney. You'll need the attorney to craft your LLC's articles of organization (governing document).

Was this page helpful? Thanks for your feedback! Tell us why!

The Balance uses only high-quality sources, including peer-reviewed studies, to support the facts within our articles. Read our editorial process to learn more about how we fact-check and keep our content accurate, reliable, and trustworthy.

Iowa Legislature. "Revised Uniform Limited Liability Company Act §489.108." Accessed March 13, 2020.
Connecticut Secretary of State. "Certificate of Organization Revised 4318." Accessed March 13, 2020.
The commonwealth of Massachusetts. "Limited Liability Company Certificate of Organization." Accessed March 13, 2020.
State of Utah. Dept. of Commerce. "Certificate of Organization "(Limited Liability Company)." Accessed March 13, 2020.
Idaho Secretary of State. "Certificate of Organization Limited Liability Company." Accessed Mar. 13, 2020.
Pennsylvania Department of State. "Certificate of Organization. Domestic Limited Liability Company." Accessed March 13, 2020.
Iowa Legislature. "Revised Uniform Limited Liability Company Act §489.201." Accessed March 13, 2020.
State of Alabama. "Domestic Limited Liability Company (LLC) Certificate of Formation." Accessed March 13, 2020.
Delaware Division of Corporations. "Certificate of Formation of a Limited Liability Company." Accessed March 13, 2020.

illustration of man handing over money to two-faced man looking trustworthy on one side and like a thief on the other

MLM Scams: Signs and Red Flags to Watch For

Businessman working on financial plan at his computer

How to Write the Financial Section of a Business Plan

SMART goals acronym visual

SMART Goals: Examples for Business

Two men planning operations in an empty warehouse

How to Write the Operations Plan Section of a Business Plan

Business people negotiating a contract.

What Is a Retainer for a Lawyer?

HIPAA Compliance Training

Best HIPAA Training Programs

four women in a meeting talking about work

Public Sector vs. Private Sector: What’s the Difference?

Close-up of hands writing on laptop

How to Write a Company Description

A woman in her office makes notes on a piece of paper

What You Need to Know Before You Sign a W-9 Tax Form

Leadership

What Is Leadership?

Card Placeholder Image

What Is the Market Price per Share?

Business owner sitting at her desk making a list in her notebook.

Achieving Company Goals and Objectives

Woman on phone in bakery looking at tablet

How to Calculate Cost of Goods Sold

Establishing protocols that will ensure success

The Products and Services Section in a Business Plan

a businesswoman working on a laptop

How to Write the Company Background in a Business Plan

What you need to become an entrepreneur

What Is an Entrepreneur? The Balance

About Us
Privacy Policy
Editorial Guidelines
Terms of Service
Diversity and Inclusion Pledge
Advertise
Careers
Contact
EU Privacy

The Balance is part of the Dotdash Meredith publishing family. Newsletter Sign Up Newsletter Sign Up

We Care About Your Privacy

We and our 100 partners store and/or access information on a device, such as unique IDs in cookies to process personal data. You may accept or manage your choices by clicking below, including your right to object where legitimate interest is used, or at any time in the privacy policy page. These choices will be signaled to our partners and will not affect browsing data.

We and our partners process data to provide:

Store and/or access information on a device. Use limited data to select advertising. Create profiles for personalised advertising. Use profiles to select personalised advertising. Create profiles to personalise content. Use profiles to select personalised content. Measure advertising performance. Measure content performance. Understand audiences through statistics or combinations of data from different sources. Develop and improve services. Use limited data to select content. List of Partners (vendors)