What Is an LLC Organizer?

By Stephanie Kurose, J.D.

What Is an LLC Organizer?

By Stephanie Kurose, J.D.

An LLC organizer is a designated person who is responsible for filing a limited liability company's formation paperwork with the state. It is the organizer's duty to ensure that these documents—commonly referred to as articles of organization—are compliant with state law and filed in a timely manner. Every LLC must have an organizer during the initial stages of formation. After the LLC forms, the organizer typically relinquishes power back to the members of the LLC.

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Who Can Be an LLC Organizer?

An LLC organizer can be an individual, such as an existing LLC member, or another business entity, such as a corporation, another LLC, or a partnership. There are few restrictions on who is eligible to be an organizer, but most states require the organizer to be at least 18 years old.

LLC members often choose a fellow member to act as an organizer, but that's also not a necessity. If any help is needed with filling out the paperwork, it can be helpful to choose an attorney as the organizer.

What Is the Role of an LLC Organizer?

The main duty of an LLC organizer is to sign and file the LLC's formation documents and ensure they meet all of the state's requirements. By signing these documents, the organizer attests that all information is accurate and complete and that the LLC will conduct business according to the state's rules.

The organizer must file these documents with the state agency that has jurisdiction over businesses, typically the Secretary of State. States do not generally accept these documents without an LLC organizer. Once the organizer has filed the formation documents, the LLC can conduct business in that state.

If state law allows, LLC members can expand the role of an LLC organizer to take on more responsibilities within the business. In some states, LLC organizers can also act as the LLC's registered agent, which is an individual or business entity that sends and receives legal documents on behalf of the LLC. They can also help draft the operating agreement, which sets forth the rules and procedures for how the members manage and maintain the LLC.

What Are the Organizer's Liabilities?

Prior to 2010, an LLC organizer was not liable for LLC activities based on their limited involvement during the initial stages of formation. Their only responsibility was signing and filing the articles of organization. There may have been some liability if the organizer acted beyond the scope of the traditional duties.

However, in 2010, a decision by an appeals court expanded LLC organizers' liabilities in certain situations. According to the ruling, based upon an organizer's specific role in the LLC, they could be considered a fiduciary—or trustee—if they solicit members. As a fiduciary, the organizer must disclose whether he benefits from the LLC's profits.

When an organizer has completed the main duties of signing and filing the LLC's formation documents, their responsibilities to the LLC are usually complete, at which point the organizer cedes all authority back to the LLC's members. Consider the assistance of an attorney to guide your chosen organizer through the process or to become the organizer for you.

This portion of the site is for informational purposes only. The content is not legal advice. The statements and opinions are the expression of author, not LegalZoom, and have not been evaluated by LegalZoom for accuracy, completeness, or changes in the law.