In forming an LLC, the organizer is responsible for filing all required documents with the state and other associated tasks.
As such, the organizer does not have to be an LLC member if an attorney is hired to set up the LLC. Upon successfully forming an LLC, the organizer would relinquish their role with a Statement of Organizer, also transferring the LLC ownership to its members.
The Statement of Organizer is an internal document formally relieving the organizer of their duties and assigns the LLC ownership to its members. In effect, the LLC members are the owners, not unlike the shareholders of a corporation.
Alternatively, a Statement of Organizer can be used to record all the resolutions reached in an LLC's initial organizational meeting.
The laws do not require the Statement of Organizer of any state. However, the use of one eliminates any contest to the owners of the LLC. If the LLC's organizer is the sole owner or member, a Statement of Organizer might not be necessary. In that case, the articles of organization (also known as the certificate of formation in some states) may be adequate.
An LLC organizer can insist on filing a Statement of Organizer to distance themselves from any liability arising out of the LLC.
Depending on your state, a Statement of Organizer may also be known as:
Statement of LLC Organizer
Statement of the Organizer
Statement of LLC Organizer in Lieu of Organization Meeting
Theoretically, anyone of legal age can be an organizer of an LLC. Preferably, that is someone unrelated to the LLC and without the intention of serving as a member or manager. As a non-member, the organizer will step down after their duties and transfer future responsibilities to the LLC members.
It is not uncommon for an organizer to issue a Statement of Organizer even if they intend to remain with the company in another capacity. If that is the case, the resolution would be included in the statement.
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To create your document, please provide:
Name of the Company: The name of the LLC should be prominently displayed.
State of Formation: The state where the LLC was formed and whose laws are in effect.
Name and Address of the Organizer: Full legal name of the organizer and their address.
Resolutions: All the resolutions made at the LLC's organizational meeting almost always includes the transfer of management responsibilities.
Execution Date: The date when the Statement of Organizer is made.
Signature: The organizer or organizers must sign the statement for it to be valid.
LLC: The limited liability company is a business structure in the United States that is a hybrid of the corporation and sole proprietorship. Like a corporation, an LLC is a separate entity and limits the owner's liability, but the income is treated as the owner's income (like a sole proprietorship.)
Member: A person or entity owning an interest in the LLC.
Managing Member: A member (see above) who is also tasked with managing the LLC.
Manager: A non-member manager (see above two entries.)
Articles of Organization: The documents filed during the LLC's initial formation, which may contain rules and regulations governing the operations and management of the LLC.
Incorporator: The corporation's version of an LLC's organizer.
The organizer or organizers must sign the Statement of Organizer. Notarization is not required.
The Statement of Organizer is to be kept in your LLC's record. It does not have to be filed with any federal or state agency or recorder.
With an LLC organizational consent in lieu of meeting, you can approve any decisions made regarding the management of the LLC in writing as opposed to holding an organizational meeting of the organizers of the LLC (or incorporators for a corporation).
Rather than notarizing a document for domestic use, an apostille is an internationally recognized certificate of authenticity. The certificate would be attached to your Statement of Organizer for presentation to a foreign entity.
The name of the organizer of an LLC is public information. As you may know, the formation of an LLC requires a public announcement in a local newspaper Therefore, you may not want to select an organizer whose name may arouse public objections or outcries. The formation of an LLC can be more involved than that of a corporation, and thus the common practice is to delegate the task to a company formation attorney, in which case, as the organizer the attorney would also issue the Statement of Organizer to hand over the running of the LLC.
In most states, the standard form only has space for one organizer when applying to create a new LLC. That may or may not mean that more than one organizer is not allowed. However, Pennsylvania and California have space for two organizers.
As an organizer, even if you are staying on as a member or manager of the LLC, it is highly desirable to document the transition. If not, a Statement of Organizer may be even more necessary to disassociate yourself from the LLC.
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