Certificate of Organization: A General Guide
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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.
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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
- 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.
ContractsCounsel is not a law firm, and this post should not be considered and does not contain legal advice. To ensure the information and advice in this post are correct, sufficient, and appropriate for your situation, please consult a licensed attorney. Also, using or accessing ContractsCounsel's site does not create an attorney-client relationship between you and ContractsCounsel.
Meet some of our Certificate of Organization Lawyers
Jeremiah C.
Jeremiah C.
Creative, results driven business & technology executive with 27 years of experience (17+ as a business/corporate lawyer). A problem solver with a passion for business, technology, and law. I bring a thorough understanding of the intersection of the law and business needs to any endeavor, having founded multiple startups myself with successful exits. I provide professional business and legal consulting. Throughout my career I've represented a number large corporations (including some of the top Fortune 500 companies) but the vast majority of my clients these days are startups and small businesses. Having represented hundreds of successful crowdfunded startups, I'm one of the most well known attorneys for startups seeking CF funds. I hold a Juris Doctor degree with a focus on Business/Corporate Law, a Master of Business Administration degree in Entrepreneurship, A Master of Education degree and dual Bachelor of Science degrees. I look forward to working with any parties that have a need for my skill sets.
"Jeremiah was pleasant to speak to and provided high quality work. I appreciate that he took the time to call me personally instead of a paralegal. Work delivered early and high quality! Highly recommend"
Matthew S.
I am a 1984 graduate of the Benjamin N Cardozo School of Law (Yeshiva University) and have been licensed in New Jersey for over 35 years. I have extensive experience in negotiating real estate, business contracts, and loan agreements. Depending on your needs I can work remotely or face-to-face. I offer prompt and courteous service and can tailor a contract and process to meet your needs.
"Matthew was prompt and professional and satisfied all requirements of my request!"
Michael W.
Graduate of Georgetown Law (J.D. and LL.M in Taxation) Injury Claims Adjuster before law school for top insurer Eight plus years of legal experience Past roles: Associate at premier boutique law firm in the DC metro area Policy Associate at a large academic and research institution Solo Practice Areas of Expertise: Contracts Business Formation Trusts and Estates Demand Letters Entertainment Transactions
"Michael was great to work with, professional and responsive. He hit the deadline and delivered the required document for me. Highly recommend both him and Contracts Counsel!"
Donya G.
Donya G.
I am a New York and Connecticut–licensed contracts attorney with over 25 years of legal and business experience. I focus on drafting, reviewing, and negotiating commercial agreements, advising small businesses and international brokerage firms — particularly in eCommerce acquisitions. My practice includes asset purchase agreements, master services agreements, operating agreements, employment agreements, and a broad range of commercial contracts, as well as merchant services defense, breach of contract matters and arbitration. I have served as General Counsel to small businesses, a Vice President at an investment bank, a Civil Court Arbitrator and Hearing Officer, and a Judicial Clerk to a Civil Court Judge. My combined legal and business background enables me to deliver practical, strategic counsel tailored to each client’s objectives.
"Donya was an amazing partner and was very patient and diligent in dealing with the APA and OA. I highly recommend her as she knows her stuff, is confident, and always has your back."
Matthew F.
As a business law attorney serving Coral Springs, Parkland, and Broward County, FL, Matthew has been recognized as “AV” rated, which is the highest rating an attorney can achieve through Martindale’s Peer Review system. Year after year Matthew is listed in the “Legal Leaders” publication as a top-rated attorney in South Florida in the areas of litigation, commercial litigation, and real estate. Matthew is also a graduate and instructor of the Kaufman Foundation’s FastTrac NewVenture Program, presented by the Broward County Office of Economic and Small Business Development.
"This was Great working with Matthew. He made what I thought was going to be a hard task very simple. Thanks A lot Matthew"
July 11, 2020
Carlos C.
Carlos Colón-Machargo is a fully bilingual (English-Spanish) attorney-at-law and Certified Public Accountant (CPA) with over twenty years of experience. His major areas of practice include labor and employment law; business law; corporate, contract and tax law; and estate planning. He is currently admitted to practice law in Georgia, Florida, the District of Columbia and Puerto Rico and currently licensed as a CPA in Florida. He received a Master of Laws from the Georgetown University Law Center in 1997, where he concentrated in Labor and Employment Law (LL. M. in Labor and Employment Law) and a Juris Doctor, cum laude, from the Inter American University.
John B.
John Benemerito is the Founder and Managing Partner of Benemerito Attorneys at Law. Admitted to practice in New York and New Jersey, John represents small business owners and startups in the areas of Business and Securities Law. John received his Bachelors Degree at John Jay College of Criminal Justice where he majored in Criminal Justice. Afterwards, he attended New York Law School where he focused his studies on Corporate and Securities Law. John comes from a family of entrepreneurs. From as far back as he can remember he was always involved in his family’s numerous businesses. At the age of fifteen, John entered into a new business venture with his father and managed to grow and maintain that business through high school, college and law school.John is currently a co founder in over five different businesses. After law school, John decided that he wanted to help people like himself. He opened his own law practice and began working primarily with small business owners until he was introduced into the startup world. Ever since that time, John has worked with hundreds of startups and thousands of entrepreneurs from all different backgrounds in helping them achieve their goals. Having been an entrepreneur his entire life, John understands what it takes to create and maintain a successful business. He enjoys sitting down and working with his clients in figuring out each of their unique challenges.
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Certificate of Organization
Florida
What is a Certificate of Organization?
I recently started a small business and have been researching the necessary legal documents. While going through the process of forming an LLC, I came across the term 'Certificate of Organization.' I'm not sure what this document entails and why it is required. Could you please explain what a Certificate of Organization is and its significance in the formation of an LLC?
Randy M.
A Certificate of Organization is the document you file with your state to officially bring a Limited Liability Company (LLC) into existence. Until it’s filed and approved, your business is not legally recognized as an LLC, and you and any co-owners are generally treated as operating a sole proprietorship or partnership without liability protection. The terminology varies by state, but the function is the same. Some states, including Connecticut, Idaho, Iowa, Massachusetts, Nebraska, Pennsylvania, and Utah, call it a Certificate of Organization. Others, like Delaware, Alabama, Texas, and New Jersey, use the term Certificate of Formation. Most states, such as California, New York, and Florida, use the term Articles of Organization. These differences are only in name; the document serves the same legal purpose everywhere. The Certificate of Organization is often compared to a birth certificate for your company. It provides basic information that becomes part of the state’s business registry. You’ll usually need to include the LLC’s legal name, its principal address, the name and street address of its registered agent (the person or service authorized to accept lawsuits and state correspondence), and whether the company is member-managed or manager-managed. Many states also ask for the purpose of the business, which can usually be stated broadly, and the signature of the organizer, who is the person filing the paperwork. Some states request additional details such as the duration of the company or the names of initial members. Filing this document has important legal consequences. First, it creates the LLC as a separate legal entity under state law, which is what allows you to take advantage of limited liability protection. That protection means your personal assets, like your home and bank accounts, are generally shielded from business debts and lawsuits. Second, the filing puts the business on public record, which creates transparency and gives third parties confidence they are dealing with a properly formed entity. Third, many business activities depend on having this filing approved. You’ll usually need a stamped or certified copy of your Certificate of Organization to open a business bank account, apply for state or local business licenses, or enter into formal contracts under the LLC’s name. The filing process itself is straightforward but varies slightly from state to state. You’ll submit the document to the Secretary of State or a similar office, often through an online system, and pay a filing fee that generally ranges from about $50 to $500 depending on the state. Once approved, the state will send you confirmation in the form of a stamped copy or a separate certificate showing that your LLC is in good standing. Because this document is your company’s legal foundation, it’s important to keep a copy in your business records and provide it whenever an institution requests proof of formation. After formation, most states also expect you to maintain your LLC by filing annual or biennial reports and paying renewal fees. While filing the Certificate of Organization is the critical first step, you’ll also want to prepare an internal operating agreement that sets out how the LLC will be run. This document usually isn’t filed with the state, but it’s essential for preventing disputes between owners and showing banks, investors, or courts how the business is structured. In addition, you’ll likely need to obtain an Employer Identification Number (EIN) from the IRS and comply with local licensing requirements before conducting business. Because each state sets its own rules, it’s always wise to double-check the requirements on your Secretary of State’s website before filing. Terminology can occasionally change when legislatures update business statutes, so it’s best to rely on the official forms provided by your state. If you’re dealing with a more complex business structure, such as multiple owners or outside investors, you may want to consult an attorney to ensure the filing and operating agreement are drafted in a way that protects everyone’s interests.
Business
Certificate of Organization
North Carolina
What is the process for obtaining a Certificate of Organization?
I am in the process of starting a small business and I have been researching the necessary legal requirements. I came across the term 'Certificate of Organization' and I am not sure what it entails or how to obtain one. I understand that it is a document required for certain types of businesses, but I would like more information on the specific steps involved, any associated costs, and any potential legal implications.
David W.
In North Carolina, a Certificate of Organization is a legal document filed with the Secretary of State to formally establish a limited liability company (LLC). If that is the business entity you've decided is best for you, then starting an LLC involves just a handful of key steps: Pick a Name: Find a business name that is unique and includes “LLC” or “Limited Liability Company.” Designate a Registered Agent: Choose someone who will receive legal notice on behalf of your LLC. This person or business must have a physical address in North Carolina. Prepare the Certificate: Fill out the Certificate of Organization form with details like your LLC’s name and the registered agent’s information. File the Certificate: Submit it to the North Carolina Secretary of State. This is your official step to form your LLC. The filing fee is $125. The Secretary of State also charges a $200 annual report fee to keep your LLC in good standing each year. Operating Agreement: Although not required, it’s a good idea to have one. It sets out how your LLC will be run and what each member’s role is. Taxes: Register for any state taxes you might begin to owe and obtain an EIN from the IRS for federal taxes. An LLC can be a good way to separate business and individual assets, and can serve as an effective liability shield. There are a number of differences among the various types of small business entities that you may wish to discuss with an attorney. The foregoing is not legal advice.
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