LLC Organizer vs Member

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?

  • you
  • other LLC members (if applicable)
  • friend or family member
  • registered agent/resident agent
  • attorney
  • accountant
  • document filing company (like LegalZoom or IncFile)
  • anyone really (as long as you give them authorization)

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.

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.

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Leave a Comment (55) ↓

55 Comments

  1. Melissa October 13, 2016

    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!

    reply
    • Matt Horwitz October 13, 2016

      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: https://www.llcuniversity.com/cancel-ein/. Then apply for a new EIN. You can follow these video instructions: https://www.llcuniversity.com/federal-tax-id-number-ein/. Hope that helps! Let me know if you need anything else :)

      reply
      • Amy March 9, 2018

        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?

        reply
        • Matt Horwitz March 19, 2018

          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).

          reply
    • I’m in CA March 14, 2018

      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.

      reply
      • Matt Horwitz March 22, 2018

        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?

        reply
  2. Cynthia Rankin September 12, 2017

    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?

    reply
    • Matt Horwitz September 13, 2017

      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?

      reply
  3. Stacey September 27, 2017

    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?

    reply
    • Matt Horwitz September 27, 2017

      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.

      reply
  4. Kim November 6, 2017

    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?

    Thank you

    reply
    • Matt Horwitz November 8, 2017

      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.

      reply
  5. Ashley November 15, 2017

    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!

    reply
    • Matt Horwitz November 15, 2017

      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.

      reply
      • Ashley November 15, 2017

        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!

        reply
        • Matt Horwitz November 16, 2017

          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!

          reply
  6. Anonymous December 12, 2017

    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?
    Ty

    reply
    • Matt Horwitz December 12, 2017

      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.

      reply
  7. Dan December 22, 2017

    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???

    reply
    • Matt Horwitz December 23, 2017

      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.

      reply
  8. Mark January 10, 2018

    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?

    reply
    • Matt Horwitz January 15, 2018

      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!

      reply
  9. Sheela January 13, 2018

    How do I make a power of attorney for the registered agent of my LLC?

    reply
    • Matt Horwitz January 15, 2018

      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?

      reply
      • sheela January 15, 2018

        I’ll answer that in a private email please.

        reply
        • Matt Horwitz January 15, 2018

          Okay Sheela, sounds good.

          reply
  10. pd January 16, 2018

    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?

    reply
    • Matt Horwitz January 16, 2018

      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.

      reply
  11. Amanda January 25, 2018

    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?

    reply
    • Matt Horwitz January 25, 2018

      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.

      reply
  12. Erika February 1, 2018

    I am forming an LLC with just one member, me. Can I, myself be also the registered agent & organizer?

    reply
    • Matt Horwitz February 3, 2018

      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 :)

      reply
  13. Miranda Adams March 6, 2018

    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!

    reply
    • Matt Horwitz March 10, 2018

      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.

      reply
  14. Ngozi M Awa March 11, 2018

    I need to register a Trust; I am the sole beneficiary.

    Could I also be the originator of the Trust?

    reply
    • Matt Horwitz March 19, 2018

      Hi Ngozi, we don’t have information on Trusts at this time. Thanks for understanding.

      reply
  15. Carol March 15, 2018

    How do I take off organizers on article of organizaton. Take there name off and put my name on as organizers. Missouri

    reply
    • Matt Horwitz March 22, 2018

      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 (form) or online via Missouri’s Online 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.

      reply
  16. Matt Pellegrino March 17, 2018

    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

    reply
    • Matt Horwitz March 22, 2018

      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.

      reply
  17. joel March 25, 2018

    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 .

    reply
    • Matt Horwitz March 26, 2018

      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.

      reply
  18. Patrice Perrone April 4, 2018

    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.

    reply
    • Matt Horwitz April 5, 2018

      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 :)

      reply
  19. Roger April 24, 2018

    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)

    reply
    • Matt Horwitz April 29, 2018

      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.

      reply
  20. Fredd Bracho April 25, 2018

    Hi,

    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,
    Fredd Bracho

    reply
    • Matt Horwitz April 29, 2018

      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.

      reply
  21. Darren May 7, 2018

    Matt,

    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?

    Thanks.

    reply
    • Matt Horwitz May 16, 2018

      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.

      reply
  22. Doug May 13, 2018

    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.?
    Thanks.

    reply
    • Matt Horwitz May 16, 2018

      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.

      reply
  23. Kendry May 16, 2018

    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?

    reply
    • Matt Horwitz May 16, 2018

      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.

      reply
  24. Tab June 13, 2018

    Hi

    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.

    thank you

    reply

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