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An LLC Organizer is the person (or company) who takes responsibility for, and files, the LLC formation documents with the state.
They are the ones who are “organizing” (filing) the LLC.
An LLC Organizer does not have to be a member (owner) of the LLC, but often they are a member.
Who can be an LLC Organizer?
- other LLC members (if applicable)
- friend or family member
- registered agent/resident agent
- document filing company
- anyone really (as long as you give them authorization)
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Who can be an LLC member?
The only people that can be a member of your LLC are you and any others who agree to go into business with you.
Note: all states allow for single-member LLCs, so you are not forced to have other members.
LLC Statement of Organizer
If you form your LLC yourself, we recommend signing an LLC Statement of Organizer (free PDF download).
If someone you know forms your LLC for you, you should have them sign an LLC Statement of Organizer.
If you hire a company to form your LLC for you, they will provide you with a signed Statement of Organizer, or a similar document called Initial Resolution.
The Definitions Aren’t the Confusing Part
The definitions listed above are not what confuses people.
What confuses people is when they are filling out their LLC formation documents you often see a section for Organizer at the bottom of the form.
Most states just have space for 1 Organizer. Some have 2 spaces.
And most people think: “Where am I going to add all the members’ names? There is only room for 1 person!”
But, here’s the thing…
Most States Don’t Care About the LLC Members
The interesting thing is that the states don’t want to (and don’t care to) know about your LLC members.
Who owns the LLC gets listed in your Operating Agreement, which is an “internal document” (meaning it does not get sent to the state).
The LLC’s Operating Agreement is an agreement among the members of the LLC. It spells out who owns the LLC, how much they own, how the LLC is managed, how profits are distributed, how taxes are paid, and more.
The state simply forms your LLC according to their laws governing businesses. They don’t care if you have 1 member or 99 members. They just need to legally have someone listed as the Organizer, so they can respond to them if there is an error in the filing.
Having said that, there are a handful of states where you have to also list the LLC members. Most of the time it is not required that you list all members, but it depends on the state, so be sure to check what the rule is in your state.
I hope this article is helpful. Let us know if you have any questions.
What about Member vs Manager? If you’d like to learn the difference between an LLC Member and an LLC Manager, take a look at this article.
104 comments on “LLC Organizer vs Member”
Disclaimer: Nothing on this page shall be interpreted as legal or tax advice. Rules and regulations vary by location. They also change over time and are specific to your situation. Furthermore, this comment section is provided so people can share their thoughts and experience. Please consult a licensed professional if you have legal or tax questions.
I have been divorced for 6 years. My ex and I before we divorced had mineral rights, that we put in an LLC. The mineral rights and the LLC was not discussed as we forgot about them, and therefore not taken care of in the divorce documents. No operating agreement was done, and I am the organizer and “the person forming the LLC” on the articles of organization. With no operating agreement, and his name not on any paperwork, is he considered a member? We want to split the minerals, but unsure if he has any legal ownership in the LLC if his name is not on any documentation?
In this case, re: any verbal Operating Agreement, it comes down to state statute. Just because someone isn’t listed on the Articles of Organization and there’s no written Operating Agreement doesn’t mean they are not a Member. This is something to hire an attorney for though. Hope that helps.
My name is the only name on the LLC but me and my brother run I made him a member and every other year I do the taxes under my brother name is this okay to do as him being just a member and not on the LLC paperwork?
Hi Roy, I’d recommend looking over the Operating Agreement and making sure you’re both Members there (if you’re both actually Members). In that case, the LLC would be taxed like a Partnership. So there should be a 1065 Partnership Return filed along with K1s. And then you’d both report your share of the profit on your individual tax return. Likely best to link up with an accountant and get things filed correctly.
Hi Matt, I just registered for an LLC in North Carolina and somehow accidentally chose “organizer” instead of “member”. I am both the organizer and the sole member. Do I have to update this (?) or can I leave it since you mention that the State normally does not care who the members are. Also, if I were to add my wife as a second member/owner, how does that affect our taxes?
Hi DB, you don’t have to update that. It’s totally fine that you’re the LLC Organizer. To keep really good records, I recommend you complete a Statement of Organizer (and a North Carolina LLC Operating Agreement too).
If you were to add your wife as a Member, you’d need to file Form 8832 with the IRS. And your LLC would go from an LLC taxed as a Sole Proprietorship to an LLC taxed as a Partnership. You’d still end up paying the same amount in taxes to the government, but you’d have an extra return to file each year (the 1065 Partnership Return). If you hire an accountant, they typically charge a few hundreds dollars to prepare the 1065 Return. Hope that helps.
I am a single-member LLC. Do I need to fill out the Statement of Organizer form?
Hi Jennifer, if you filed the LLC yourself, it’s helpful to have the Statement of Organizer, but it’s not required.
If the organizer/one of the two members owns a higher percentage of the company, can they dissolve the company?
Hi Tika, an Organizer (unless also an LLC Member or Manager) has no control over the management or dissolution of the LLC. Whether or not some of the Members can dissolve the LLC (I’m assuming without other Members’ consent) depends on the terms of the Operating Agreement. If no Operating Agreement is in place, then the state statute sets the rules.
When my husband started the company the business address was our home address now we have an actual location. What forms do I use to change the address on our Articles of Organization and on our EIN #? We are in Illinois.
Hi Ida, here are instructions on how to change the address with the IRS: Change LLC address with IRS.
If you are updating the Illinois Registered Agent address, that form is called “LLC Change of Registered Agent and/or Agent’s Office Address Change“.
If you want to update any other address on the Articles of Organization, you’ll need to file an Articles of Amendment.
Those Illinois links are for the online filing. You can also file those forms by mail if you prefer.
You’ll want to update the Illinois Department of Revenue. Please see Updating your business information with IDOR. Hope that helps!
First I would like to say how awsome this website is!
I need your advise so I found a good company who helped me to set up my LLC.
In one day it was formed (Wyoming).
They are also my registered agent.
However I can not find a proof that I am the owner of my formed company.
What do I do? How to prove in future? How to prove to my bank?
When I login to Wyoming state website and search for my company. The organizer is different person.
I hope to get your answer asap.
Good day to you!
Hi Rocky! Thanks so much! We’re glad it is helpful :) Would you like to share what company you hired? In Wyoming, the Members (owners) are not listed with the state. That is “internal” information (private). The document that shows ownership is an LLC Operating Agreement. Did you receive this from the Registered Agent company you hired? Also, the Organizer may be able to provide you with a Statement of LLC Organizer. The Statement of LLC Organizer isn’t legally required to show ownership, however, it helps “connect the dots” between the Organizer and the owner.
Sorry I would not like to share the company name but if you PM me than I can. It is well known company and like their service.
Yes, I have received Operating Agreement, as well as Statement of Organizer.
Regarding Statement of Organizer. So I have it and the only proof of my ownership is my name and signature of organizer on it. Should it be notarized? I am afraid the bank won’t be able to open an account for me.
Operating agreement can be done by anyone :).
How to make sure that in future if someone will question you LLC, how to prove my ownership to it?
Hi Rocky, we certainly understand. The Statement of Organizer doesn’t “create” the LLC Members. That form is actually the resignation of the Organizer. It doesn’t need to be notarized. And yes, while anyone can create an Operating Agreement, anyone can create nearly any legal document. It doesn’t mean it’s legal. In fact, it’s fraud and committing perjury. You can prove ownership via the LLC Operating Agreement. I know it’s a little challenging to wrap your head around, but that’s how it’s done :)
I own a building in Alabama and live in another state. I have a lease on it with option to buy . the lease is in my name . can I form a llc that will cover my assets in the state I live in
Hi Wayne, if you want the building to be leased by the LLC then the lease needs to be taken in the LLC’s name, not your personal name. Same thing with a purchase; the LLC would need to take title. Regarding the option to buy, there may be an option to assign the option to buy from yourself to your LLC. Hope that helps.
Hey Matt, I formed an LLC today and made the Registered Agent name the same as the LLC name. Is that ok? Also, I listed my wife as Organizer which is fine, I want us both to be Members. Do I just need to send in the Operating Agreement? Thanks!
Hi Aaron, you don’t need to send the LLC Operating Agreement to the state. It is an “internal” document. In what state did you form an LLC? Do you you know if your filing was approved or rejected yet?
Hi! I have a few questions:
1. As it relates to Article -3, Can I list the registered agent as the governing authority? And if so does that give the registered agent access to the LLC?
2. If I placed the registered agent as the Organizer, in the Execution section who should sign?
Hi Sham, I’m going to assume you’re referring to a Texas LLC. In that case, Article 3 Governing Authority is only for a Member or Manager of your LLC, not the Texas Registered Agent (unless a Member or Manager was also the Registered Agent). You also should not place the Registered Agent (assuming you mean a Commercial Registered Agent) as the Organizer. If you’re filing the LLC, then you’re the Organizer. Hope that helps.
Hi! My wife opened llc in Illinois, and put me as member, and if she is registered agent and organizer, but she is not in member list, who is a owner of the llc?
Before applying online for llc ein, what option do I need to choose 1)individual /partnership
Hi Rimas, who do you want to be Members of the LLC? The second part of your question depends on how many Members there are in the LLC and how you want to be taxed.
My friend and I created an LLC in WV in 2009. He was the organizer and we are equal members. He wants to give up his ownership in the LLC. I’m not sure how to go about this. The state is not giving me much information. It looks to me that I might just have to file an amendment to drop him as a member, but do I change the organizer too. He is the “agent of process” so I know I’ll need to change that.
Hi Jeff, the Organizer is not automatically a Member, so no need to change that. You’d want to speak with an attorney as your partner would sell/assign is LLC membership interest to you. You’ll want to draft that agreement, amend your Operating Agreement, and change your tax classification with the IRS (Sole Proprietorship taxation instead of Partnership now). You’d only need to amend your Articles of Organization if Members were listed. Hope that helps.
I formed a LLC in Illinois. Both my husband and I are members. I tried to create EIN and the IRS wants to treat as Partnership. I’m wondering why when you get to putting in name of the “partnership” it won’t allow you to use LLC in the name even though that what we created and were approved in state of IL? I understand they want to tax like partnership but it’s really a multi member LLC.
Hi Kathryn, please check out how is my LLC taxed. An LLC with 2 or more members is taxed like a Partnership by the IRS. The fact that you weren’t able to enter your LLC name correctly leads me to believe you were not completing the EIN application correctly. Please see here: how to get an EIN for my LLC. Hope that helps!
Hi! Just starting out and going through the online process of “locking in a name”. For the Organization section in Georgia, for principal type – do I select “business” or “individual”? Right now it’s just me – so would that be individual?
Hey Hilary! Yup, you as the Organizer would be an “individual”. Hope that helps!
Hello I have a question I just form an LLc with my husband and my brother, when I file the articles of organization I put my self as registered agent and I was the only one signing the document because they were not with me at the time of filing the documents does that means I am the only owner or it does not matter?
Hi Leticia, the Registered Agent and LLC Organizer may or may not be Members of an LLC. Just listing someone as a Registered Agent or an LLC Organizer doesn’t make them Members of your LLC. If your state’s Articles of Organization (or similar document) did not ask for the Member’s information, then the Members of the LLC become Members of the LLC when everyone signs the Operating Agreement. So just make sure all 3 Members sign an LLC Operating Agreement. We also recommend signing a Statement of LLC Organizer. This is you stating that you organized the LLC and are now appointing the 3 Members (1 being yourself and the other 2 being your husband and your brother). Hope that helps!
This site has been extremely helpful and I’m very thankful. my question is about member / organizers and how it pertains to tax purposes in North Carolina. I just filed my LLC and I listed myself and my mother as the members and organizers. The original purpose of my LLC is to become an IBO, which I may expand on later which is why I included my mother. I know that on the operating agreement I establish that I’m the owner and solely responsible come tax time. I’m wondering if I went about this in the correct manner to reflect what I’m trying to do
Hi Shavon, you’re very welcome! From what you’ve shared, I’m not sure why you added your mother as a Member? Do you want her to own the LLC with you? If so, then she should also be a Member in the Operating Agreement. If not, then she shouldn’t have been listed in your Articles of Organization. By default, a Single-Member LLC is taxed like a Sole Proprietorship, but a Multi-Member LLC is taxed like a Partnership. We have more info on taxation here: how are LLCs taxed. Hope that helps.
Thanks Matt for your helpful article and Q&A. My partner and I are both actively working and running the business. We share the workload and ownership 50/50, and so we aren’t sure if we should both be Members of our LLC or both be Managers. Is one option better than the other? This is in state of CA. Thank you for you answer. And I’d appreciate a copy of your Operating Agreement for both options.
Hi Ken, there may be some subtle differences, but we’re really not sure. Might be a good question to run by a business attorney. I just emailed you over the Operating Agreement. Thanks.
thanks for the info but..i have a specific question ..i am about to open n LLC ..first time..i want to add my husband where he can make and sign checks in my absence ,but i also want it to be a sole prop.should he be a member ,organizer ,of just on the info that i keep how can i do that..in Fl.
Hi Tab, you’ll be able to keep the LLC single-member and then sign a resolution that gives him authority to write and sign checks. Take that resolution with you to the bank (and both of you should be present) when you open your LLC bank account. I’d also call the bank ahead of time to double-check on this as banks all operate differently. Hope that helps.
I am the owner of the llc and I added my wife as an organizer I wanted to know if she can make decisions on behalf of the company with her just being an organizer or does she have to be a member?
Hi Kendry, an Organizer that is not an LLC Member has no authority to act on behalf of the LLC (except for filing the initial paperwork). So no, an LLC Organizer cannot make decisions on behalf of the LLC. Hope that helps.
Matt, What should be my proper signature of each LLC? The scenarios is this:
1. Living Trust: signature “Jane Doe, Trustee, ABCD Trust”
2. WY LLC named “XYZWY, LLC” owned by ABCD Trust and manager managed: signature “Jane Doe, Trustee, ABCD Trust, Member” or “Jane Doe, Trustee, ABCD Trust, Manager” Which is correct?
3. FL LLC named “BOBSURF, LLC” owned by XYZWY, LLC and single member: signature “Jane Doe, Member, XYZWY, LLC”
Are these correct signature for contracts/checks/etc.?
Hi Doug, generally speaking, #1 would be “Jane Doe, Trustee”. #2 would be “Jane Doe, Manager”. #3 would be “Jane Doe, Member” or “Jane Doe, Managing Member”. However, some states may want a full phrase – like you have – for example, “Jane Doe, Trustee of ABCD Trust”. Hope that helps.
I’m filling out my paperwork to create an LLC in California. My soon-to-be wife and I will be the only members and plan to treat it as a sole proprietorship in our community property state. The form asks if the LLC will be managed by “one manager” “more than one manager” or “all LLC members.”
Which box should I check since it should be a disregarded entity as a married couple?
Hi Darren, in this case, that would be “all LLC members”. For more info on husband and wife LLCs, please see: Qualified Joint Venture LLC. Hope that helps.
I am forming an LLC, there are 5 members but only one of them is a us resident, do any of the non-us living abroad members is required to be present or to sign any documentation? Or only the designated organizer is enough to form the LLC?
Thanks in advance,
Hi Fredd, no, Members do not need to be present. The designated organizer is enough. The Members can sign the Operating Agreement and anything other docs electronically. Hope that helps.
I am currently in the process of setting up a multi-member LLC where me an my wife are members as well as another LLC member. For Federal Tax reasons are there any reasons I need to know the members of the member LLC (such as foreign witholding)
Hi Roger, that is a good question and I’m not 100% sure on the answer. If you have an amicable relationship with the LLC and its owners, I’d ask for a disclosure of Members and/or copy of Operating Agreement, just in case you need it. But to be honest, I’m not sure about the specifics. Thanks for understanding.
I have an LLC My partner and I had an attorney set up. He is the registered agent as well. I am listed as the managing memeber. Now my partner viloated the operating agreement and she is 49% share holder. I am stuck carrying the comapny finacially and in every other way. My problem is none of our paper work has her signitures only mine. I find it very odd that he has mine but none of hers in our corperate book. He states I would have that documentation not him. Is that the way it works? I am resposable to getting her signitures that is what I thought we hired him for.
Hi Patrice, bummer to hear about the situation. There are many ways which LLC Members can have their names/signatures on documents. When you say “none of our paperwork has her signatures only mine”, that could mean numerous things. I’m assuming you mean the Articles of Organization (or equivalent document) though since this usually confuses most people. If that’s the case, it doesn’t mean your partner is not an LLC Member. Many states do not require LLC Members to be listed on the filing documents. However, if you signed an Operating Agreement, then you and her are LLC Members. Either way, it sounds like you need to speak to another lawyer asap. Hope you get things sorted :)
hi i have a question in regard of opening an llc , on the article of organisation , the section where said Business ” to serve as RA
(Must be different from entity name being “, wath can i put in that box ? can i by my own register agent ? i donh own any company or corporation , first time doing this , thanks best regard .
Hey Joel, please visit our homepage, then select your state, then look for the Registered Agent lesson. We go into far greater detail there. For an overview of what a Registered Agent is, please see here: LLC Registered Agent. Hope that helps.
I’m listed only as a organizer on a LLC and I an not on the tax I’d # EIN the owner did not pay the payroll taxes for 3 quarters of 2016 he closed the business December of 2016 the IRS just sent me a letter saying $29.000 is due with penaltys would I be responsible thanks Matt
Hi Matt, we can’t provide a black and white answer in a case like this and recommend you get help from a tax lawyer. They’ll likely help you sort this out and can mail a letter to the IRS to resolve the matter. LLC Organizers who are not Members of an LLC and are not contractually engaged with the LLC or the LLC’s owners in any fashion are usually not liable for any action of the LLC. The LLC Organizer is simply the person (or company) who files the paperwork with the Secretary of State’s office.
How do I take off organizers on article of organizaton. Take there name off and put my name on as organizers. Missouri
Hi Carol, you’ll need to file an Amendment of Articles of Organization for your Missouri LLC and make a statement removing the existing Organizer and adding the new Organizer. As of 3/22/2018, the filing fee is $25. You can file this by mail (Missouri Secretary of State: Amendment of Articles of Organization) or online at Missouri Secretary of State: Online Business Filing System. Please note: your original Articles of Organization will always remain in place and the state does not edit or remove that document. But rather, the statement you make in your Amendment will supersede/override the prior information. But it doesn’t remove the paper trail. I hope that helps.
I need to register a Trust; I am the sole beneficiary.
Could I also be the originator of the Trust?
Hi Ngozi, we don’t have information on Trusts at this time. Thanks for understanding.
Hi, my husband is the owner of a painting company which is an LLC in Georgia. He wants to make me 51 percent owner and himself 49 percent. I am the organizer and I file each year with the state for him. There was no place for me to add myself as owner on the LLC. He is listed as the registered agent. The state told me I needed to file an articles of amendment with them. Is this all I need to do? When I asked if it were really even necessary that I do that, she told me to consult a lawyer. I’m not sure what I should do to add myself as owner …. thank you!
Hi Miranda, you’ll likely need to amend the LLC’s Operating Agreement as well as prepare an agreement to add you as member. You’ll also need to update the IRS as well as the Department of Revenue since the tax status of the LLC will change from an LLC taxed as a Sole Proprietorship to an LLC taxed as a Partnership. You’ll want to work with a business lawyer on adding you as a member and getting the proper documentation in place. Then you can work with an accountant for the tax changes and new filings. Hope that helps.
I am forming an LLC with just one member, me. Can I, myself be also the registered agent & organizer?
Hi Erika, yes, you can be all roles; Member, Organizer, and Registered Agent. In fact, this is the most common setup for single-member LLCs. Hope that helps :)
I am the registered agent of an LLC in Texas. Can I be given the power to open a bank account for the LLC w/o being held liable?
I’m not sure about this Amanda and can’t say one way or another. There’s a few things going on here regarding have the ability to open the account when you’re not an owner of the LLC (as it sounds) as well as liability, as I’m not sure what kind of liability you’re referring to. This question is much better addressed to an attorney. Apologies we couldn’t be more specific.
I have registered in Georgia state as organizer. How to tell that I am sole owner as well? do i have to file additional document?
Hi PD, no, you don’t have to file anything additional with the state. The state does not require that LLC members be listed in the Articles of Organization filing. You can just sign an LLC Operating Agreement and list yourself as the sole member. You could also file a Statement of Organizer if you’d like, but this document is not public and does not need to be sent to the state. Hope that helps.
How do I make a power of attorney for the registered agent of my LLC?
Hi Sheela, at this time, we don’t have power of attorney documents available on our website. Curious, why would you be giving your Registered Agent power of attorney?
I’ll answer that in a private email please.
Okay Sheela, sounds good.
My name as the member does not show up on my LLC filing (only my CPAs as the organizer does). But my bank wants to see a filing that shows me as a member in order to open a business bank account. Is there a way around this?
Hey Mark, yes, this is common. I’d have your CPA sign a Statement of LLC Organizer (appointing you as member) and also sign an Operating Agreement. Those should work for opening the bank account. Hope that helps!
So I opened an llc. Wanted it to be a single member in Florida. I put myself as a registered agent. Made 2 relatives authorized member by error. Wanted them to be manager. Can I specify in the operating agreement that I am the sole owner. When I filed for an ein it was for a sole prop. What to Do???
Hey Dan, I’d dissolve the Florida LLC that was just formed. If there were any errors with the EIN, you can just cancel it (https://www.llcuniversity.com/irs/cancel-ein/). Then I’d form a new LLC the way you intended. Hope that helps.
So my husband and i already have a sole proprietorship business. We are changing it to a llc for 2018. He is the only employee so when changing over to llc is okay that i am listed as a organizer and a secretary of the members board?
Hey Ty, first, to clarify, Sole Proprietorships don’t have employees. I believe you meant he is the only owner of the Sole Proprietorship. Also, LLC’s do not have a Board of Directors, which I believe it what you’re referring to. Will you be an owner of the LLC? Either way, the Organizer is not automatically a Member (owner) just by submitting LLC filing forms. To better help “connect the dots”, after you register the LLC, you as the LLC Organizer can sign a Statement of LLC Organizer, stepping down as the Organizer and then appointing your husband as the Member (or appointing you and your husband as the Members). Hope that helps some. Also, we wrote an article about changing over from a Sole Proprietorship to an LLC. You can find that here: converting a Sole Proprietorship to an LLC.
Hi! This information has been very helpful. I recently formed an LLC. I put myself as the incorporator/organizer and member, and listed my husband as a member. Does this mean the LLC is a partnership? My husband will be somewhat involved with the company but probably not a ton until it grows. Should I leave him as a member? Are there any cons to it being a partnership rather than a sole proprietor? Thanks!
Hi Ashley, what was your original intention? Who is the actual owner? You, or you and your husband? Or just your husband. And what state did you file in? Is the LLC already approved? I’ll be able to better answer your questions after I know these additional data points. Thanks.
I am the owner and he is listed as a member. We did this with the intention of making it easier for if and when he will be more involved. I filed in Arkansas and yes it has already been approved. Thanks!
Hi Ashely, thanks for the info. I take it you filed online, since you can’t list members when filing by mail. I also recommend signing a Statement of Organizer. This helps document things better. It’s basically you, as the Organizer, saying that you and your husband are the LLC Members. Then make sure you both also sign the LLC Operating Agreement. Your LLC is technically known as a Multi-Member LLC, not a Partnership. More specifically, for federal tax purposes with the IRS, by default, Multi-Member LLCs are taxed as a Partnership. But they are not Partnerships. And no, there are no disadvantages to having an LLC taxed as a Partnership versus an LLC taxed as a Sole Proprietorship (the default status for Single-Member LLCs). We wrote more about LLC + taxes here: how LLCs are taxed. Hope that helps!
Same situation there. I and my husband from China. we already get the multi-member LLC approval from Wyoming. I am applying EIN now. I am confused the type of entity. when it comes to tax, dose the single-member LLC better than multi-member? I mean, save time and save more money?
If single -member is better, What should I do to remove my husband from the LLC member list? Do I need to file amendment to sate? thanks!
Hi Portia, you’ll want to speak with an accountant about the details of your situation. Typically for US taxpayers, a Single-Member LLC (taxed as Sole Proprietorship) vs. a Multi-Member LLC (taxed as a Partnership) is a bit simpler in terms of tax paperwork (Multi-Member LLC has to prepare 1065 Partnership return and issue K-1s to Members), but that’s not a reason to choose the number of LLC Members. However, a Single-Member LLC owned by a non-US resident, has to file IRS Form 5472 and Form 1120 each year. A Multi-Member LLC owned by non-US residents doesn’t have to file Form 5472 and Form 1120. Instead, the Multi-Member LLC just files a 1065 Partnership Return. Hope that helps.
Hi Matt, this is such a useful forum, thank you for that.
I am trying to form a basic LLC in the state of NC with my wife as owner but I would like to be helping as well..do I need to register a partnership LLC? I would prefer it to be sole under my wife’s name, in that case what her and my roles should be (organizer vs member)?
Hi Ubaid, you’re very welcome. First, we recommend reading how are LLCs taxed. I think this will help you learn the proper semantics when referring to LLCs. Meaning, you don’t “register” a Partnership LLC. But instead, if you and your wife want to be owners (Members) of the LLC, you would “form” a Multi-Member LLC. And, by default, the IRS will tax your Multi-Member LLC like a Partnership. If you want only your wife to be the Member (owner) of the LLC, then she would “form” a Single-Member LLC. And, by default, the IRS will tax her Single-Member LLC like a Sole Proprietorship. In either case, it sounds like your wife will be a Member (owner). It also sounds like you’re not sure if you want to be a Member (owner) or not. However, in either scenario, it doesn’t matter too much who the LLC Organizer is, since an LLC Organizer is not automatically made a Member. For good documentation, whoever is the LLC Organizer should sign a Statement of LLC Organizer, stepping down after the LLC is approved and listing the LLC Member(s). Having said that, if your wife forms a Single-Member LLC, she’ll have an easier time opening an LLC bank account with herself listed as the Organizer. And you can still help your wife with the business activities without needing to be a Member. Hope that helps!
Hi, I’m unsure if I should choose ‘Person’ or ‘Organization’ when selecting the LLC members. My LLC is an independent record label and in the near future I plan on signing other creatives but for now, I’m going to be using the LLC to help distribute my own recordings.
Can you please help provide the best choice for my LLC?
Hi Kim, in this case, it’s you as a Member, so you’ll choose ‘Person’. You’d choose ‘Organization’ if an existing company was a Member of your LLC. Hope that helps.
My business partner says that I am listed as a member on our LLC, but he refuses to provide me with any of the paperwork he filed. Since I am considering leaving our “partnership” due to his extensive shady behavior, I really need to know how liable I am for the company. Is it possible to find out without going through him?
Hi Stacey, you can contact the Secretary of State and order copies of all documents for the LLC, however, the Operating Agreement (if you signed one) is not on file with the state. And that is the most important document. This sounds like an unfortunate situation and I highly recommend you speak with an attorney asap to take care of things quickly. There are far too many variables and unknowns that could exist. I hope you get things sorted.
I formed an LLC and am the registered agent. I was named the managing member 100%. I later added my husband and now we are both organizer/ incorporater. I want to remove him from the LLC permanently. Can this be done?
Hi Cynthia, if your husband is only listed as the Organizer and is not a member in the Articles of Organization or the Operating Agreement, then your husband is not an owner of the LLC. If you want to remove him as Organizer, you’ll likely need to file an Amendment. What state is your LLC in?
my wife is the organizer of my company & I am the only member. how do I become the organizer and remove her as the organizer? the company is in Georgia
Hi Brannon, you’ll want to call the Secretary of State about this. The organizer is usually a one-time thing and can’t be amended, but each state is different. Feel free to share your findings. Thanks.
I need to cure the Organizer deficiency. I filed under the state of GA.
the reason noted: Organizer- The Organizer must be an individual or another existing entity. The new filing entity cannot serve as its owner organizer.
Help. It’s just the two (2) of us forming the LLC.
The online form ask for a Registered Agent and Organizer ( Individual or Business). Please clear the confusion? All is appreciated.
Hey Ken, it sounds like you listed the LLC as its own Organizer. For most people filing their LLC, they will be the Organizer. You can see the Georgia LLC Articles of Organization for more information. Once your LLC is approved, have the LLC Organizer sign a Statement of LLC Organizer, which will appoint both of you as LLC Members. Then you’ll both sign an LLC Operating Agreement. Hope that helps.
You can amend you annual registration to change who the “organizer” is. See online services at https://ecorp.sos.ga.gov/.
Hi Clotell, thanks for your help, however, that is not correct. The “Organizer” you see on the Annual Registration is not the Organizer of the LLC’s Articles of Organization. It’s simply the person or company who is submitting the Annual Registration on behalf of the LLC.
I just formed an LLC for my husband. He is a general contractor. I have him as the Registered Agent and both of us as the Organizers on the LLC paperwork that I had to complete. My question comes in that when I applied for the EIN number, I put both of our names and I think that made it a partnership instead of a sole-proprietorship. I do not think that I want this to be a partnership as I really will not have much to do (aside from some bookkeeping duties). 1. How can I check to see if it actually was done as a partnership? 2. How can I change it to be a sole propreitership? I just set this all up yesterday so nothing has been “run” thru the LLC yet. Thanks!
Hey Melissa! I’m glad you found our Organizer vs. Member article. Perfect find. You only organized the LLC, you are not a member. So the LLC is a single-member LLC (1 member) and therefore, should be taxed like a Sole Proprietorship with the IRS. But when you applied for the EIN, you listed 2 members… which means the IRS will tax the LLC like a Partnership. Here’s what you should do… cancel the first “partnership EIN”. See here: cancelling EIN number. Then apply for a new EIN. You can follow these video instructions: apply for an EIN online for LLC. Hope that helps! Let me know if you need anything else :)
I have this very same issue, except I am the registered agent and my husband and I are listed as organizers. I’m in the state of GA. When registering, there was no place to put members. Is he somehow considered a member in GA since he is listed as an organizer? How should we have specified members since there was no space to do so? Either way, it looks like I need to cancel and resubmit for EIN, correct?
Hi Amy, how many LLC Members do you want their to be? Just your husband, or you and your husband? And how many members did you list with the IRS when you applied for your EIN? In Georgia, along with many other states, LLC Members are not listed in the Articles of Organization (or similar document). Those affairs are “internal” to the LLC and the state doesn’t care. By the Member (or Members) signing an Operating Agreement, that is what officially makes them Members of the LLC. For the best paper trail, have the LLC Organizers sign a Statement of LLC Organizer, which states the Organizers’ role is complete and it appoints the Member(s). This document is also kept internal (you don’t need to send to the state).
Hey Matt – you mentioned “for the best paper trail” to have the LLC organizers sign a Statement of LLC Organizer. If I have Northwest RA as my organizer, how can I obtain this extra paper trail for my records? My interest is in keeping the LLC paper trail and formalities in place so as not to do anything to allow “piercing the corporate veil” in a single member LLC.
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Hi Bagogipi, great question. Northwest Registered Agent will provide you with an Initial Resolution. That form accomplishes the same thing as the Statement of LLC Organizer. Said another way, you’ll still get the paper trail when hiring Northwest to form your LLC. Hope that helps!
I used some those of firm amerilawyers or something. Their is an organizer at the bottom of the form. And it also shows the name and address of the firm in the agent of services vs my name. Is that a big deal? I own an LLC or so I thought lol.
Just because someone (or a company) is listed as an Organizer (and/or a Registered Agent) doesn’t mean they own (are a Member) of the LLC. Do you have an Operating Agreement for your LLC with you as Member? If so, that’s the first piece. For the best paper trail, you’ll also want the second piece: this company should have given you either an Initial Resolution (appointing you as Member) or a Statement of LLC Organizer (appointing you as Member). Did you receive anything like that?