Statement of Organizer
A Statement of Organizer is a short document—usually about one-page long—that officially passes control of an LLC from the organizer to its owners. The organizer is just whoever filled out and submitted Articles of Organization to the state. If this person is not an owner of the LLC, they’ll typically draft and sign a Statement of Organizer to sever any ties to the LLC. Here’s our guide to understanding a Statement of Organizer.
Why You Might Need a Statement of Organizer
A Statement of Organizer documents who formed your LLC and when they relinquished power back to you. When you show your formation documents to a bank or another third party, you may run into issues proving you own your LLC, since your organizer’s name will be on the forms. A Statement of Organizer resolves any confusion. It can also help reassure your organizer that they won’t be held accountable for anything your LLC does, despite having filed your formation documents.
What is an LLC Organizer?
An LLC organizer is the person or company who files your Articles of Organization and other formation paperwork with the state. If you fill out and submit the paperwork yourself, you are the organizer. If someone else (like a lawyer or a company like us) fills out your paperwork and sends it to the state on your behalf, they are your organizer.
Who Can be an LLC Organizer?
Anyone over the age of 18, really. It could be you, a friend, an attorney, or a business. Whoever you choose, you’ll want to make sure they:
- are at least 18 years of age
- have an eye for detail and can catch any errors on your Articles of Organization before filing them with the state
- understand state statutes and local business formation laws to ensure they are filing all the correct forms with the state and paying the right amount in fees
What’s the difference between an LLC organizer and a member?
A member is an owner, while an organizer is whoever files the Articles of Organization. A member may be an organizer but doesn’t have to be.
Learn more about LLC Organizer Vs Member.
Is an Initial Resolution the same as a Statement of Organizer?
An Initial Resolution is similar to a Statement of Organizer, but both are used in different situations. Both forms are used to document the fact that the organizer has relinquished any control over the LLC, but an Initial Resolution is usually used if no member names are listed on the Articles of Organization.
Learn more about Initial Resolutions for Manager-Managed LLCs and Member-Managed LLCs.
Is an operating agreement the same as a statement of organizer?
No. An operating agreement and a statement of organizer are both internal records, but the statement of organizer is a transfer of power from one person to another and an operating agreement is an outline of how your LLC will operate.
How to Write a Statement of Organizer
Typically, organizers use a Statement of Organizer template to pass control of the LLC to its owner. The document itself is usually only one page long and consists of three major parts:
- Your LLC’s Formation Information
Here’s what to include in each section.
LLC Formation Information
The first paragraph of your Statement of Organizer should list the state your LLC was formed in and your LLC’s name. This information is followed by a line stating that the organizer is agreeing to the resolutions or actions taken on behalf of the company. You may include the exact address of your LLC, but simply including the state of formation is sufficient.
Next come your resolutions. A resolution is just a fancy word for an action your organizer is taking. You’ll want to make sure to include:
- when and where your organizer filed your Articles of Organization
- the number of initial members in your LLC
- a statement that your organizer is transferring further duties to the LLC
- your organizer’s official resignation date
- a list of the names of all initial members of your LLC
Lastly, you’ll include the execution. Sounds scary, but it’s just a signature. To execute your Statement of Organizer, you need to have your organizer sign the document. It is a good idea to also have them date their signature. You do not need to have your Statement of Organizer notarized, though you may. You also do not need to sign the form—the same goes for any other members of your LLC.
If I’m the owner, do I need to write a Statement of Organizer?
Nope. You do not need to write a Statement of Organizer if you’re the owner and organizer of your LLC.
Do I need to file my Statement of Organizer?
No. Your Statement of Organizer is an internal document. This means it will be kept on record with your LLC’s other documents.