This article will explain what a “Statement of LLC Organizer in Lieu of Organization Meeting” is and why you may need this document.
We also provide a downloadable copy below.
Note 1: If you’re forming your own LLC, you don’t necessarily need this Statement of Organizer, however, this article is a quick read and will give you a deeper understanding as to how LLCs are “organized”.
Note 2: Understanding the difference between an LLC Organizer and an LLC Member is a strong foundation of knowledge which will help you understand the the LLC’s Statement of Organizer. We recommend reading this quick article first: LLC Organizer vs Member.
What is a Statement of Organizer?
A Statement of Organizer can include various items, but in our specific example, the Statement of Organizer relinquishes the Organizer’s duties and provides official documentation (in addition to the Operating Agreement) stating who the Members (and Managers, if applicable) are.
Note: If you are forming an anonymous LLC, don’t worry; this document is an “internal document”, and does not become a part of the public record.
If you hired an incorporation website, such as IncFile ($49 + state fee) to form your LLC, the Organizer they list (a rep at their company) in your LLC Formation Documents has no ownership in your LLC.
Therefore, they will provide a similar form to the Statement of Organizer which gives full authority to the LLC’s actual owners (Members) and they “step down”, relinquishing their duties as Organizer.
Also, if the state where you formed your LLC does not have a place in the LLC Formation Documents to list the Member(s), this Statement of Organizer creates a better “paper trail”.
Why You May Need A Statement of Organizer
While all 50 states don’t require you to submit a Statement of Organizer, this form will help you better document ownership of your LLC. Below, we explain why.
Aside from listing the Members or Managers of your LLC, the Statement of Organizer will also contain a statement from the Organizer relinquishing all his/her rights and duties to the initial Member(s)/owner(s).
Also, because most banks and organizations you might work with are not familiar with the “ins and outs” of LLCs; if your name is not on the LLC Formation Documents, they may get worried that you are not the real owner.
To ease their uncertainty, they may need something a bit more “official” (even if you provided them with your Operating Agreement).
In that case, giving them a signed (and notarized, if needed) Statement of Organizer as proof of ownership can really help.
Remember: If you filed your LLC’s documents with yourself as the Organizer, you won’t need a Statement of Organizer. You can just present a copy of your approved Articles of Organization (or similar document, since not all states use the name “Articles of Organization”) to the bank or organization instead, and that will suffice.
Having a Statement of Organizer is also important for the Organizer as it frees him/her from any liability. Since a Statement of Organizer relinquishes your rights and duties in favor of the member(s) and owner(s), you will not be involved in a lawsuit in case the LLC gets sued.
A good example of this would be if you formed an LLC for a friend or family member (using our free 50-state LLC guides). In that case, having this document helps “remove you” from the LLC after your role as the Organizer has been fulfilled (aka, the state has approved the LLC).
Statement of Organizer does not need to be notarized
Again, even though the Statement of Organizer does not need to be notarized, sometimes banks (whose reps are rarely educated on the intricacies of LLCs), need more “certainty” that you are the actual owner of the LLC (even though you may have given them a non-notarized Statement of Organizer and a copy of your LLC’s Operating Agreement).
Many times the bank is just looking to “connect the dots” and have a more official paper trail (to reduce their liability). So to satisfy the bank’s concern, you can notarize your Statement of Organizer and that should rest the case.
If you are doing international business and need to further authenticate your LLC’s Statement of Organizer (or any form for that matter), you can have it apostilled.
The above 2 examples are quite rare though, so hopefully you don’t need them. We just wanted to share as an FYI :)
If you need a “Statement of LLC Organizer in Lieu of Organization Meeting”, you can use the free forms below.
The following 3 documents are exactly the same; they are just in different formats:
Click below to download a sample form that’s filled out:
Or you can view the sample image below: