Statement of LLC Organizer in Lieu of Organization Meeting

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 LLC’s Statement of Organizer. Before proceeding, we recommend reading this quick article first: LLC Organizer vs Member.

What is a Statement of LLC 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 Northwest ($39 + 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 LLC 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 LLC 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 :)

Download a Statement of LLC Organizer in Lieu of Organization Meeting

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:

1. PDF:
https://www.llcuniversity.com/wp-content/uploads/Statement-of-LLC-Organizer-in-Lieu-of-Organization-Meeting-fillable.pdf

2. Google Docs:
https://docs.google.com/document/d/1iWpGeH3mHEOfW5VZ6ocF4qpWE9CWJa_B8gq8wBflR2U/copy

3. Microsoft Word (.docx):
https://www.llcuniversity.com/wp-content/uploads/Statement-of-LLC-Organizer-in-Lieu-of-Organization-Meeting.docx

Sample Form:
Click below to download a sample form that’s filled out:
https://www.llcuniversity.com/wp-content/uploads/Statement-of-LLC-Organizer-in-Lieu-of-Organization-Meeting-example.pdf

Sample Image:
Or you can view the sample image below:

statement of llc organizer in lieu of organization meeting

Matt Horwitz on LinkedinMatt Horwitz on TwitterMatt Horwitz on Youtube
Matt Horwitz
Founder & Educator at LLC University
Forming an LLC shouldn't be so complicated. Our step-by-step guide will make the process a breeze – and no complex legal jargon! We teach people how to form an LLC for free in all 50 states. We hope you find our free guides and resources helpful in your entrepreneurial journey.
Leave a Comment (14) ↓

14 Comments

  1. Eric johnson April 13, 2018

    Do you have to file this statement of lieu with the state along with your statement of information?

    reply
    • Matt Horwitz April 14, 2018

      Hey Eric, nope, the Statement of Organizer is an internal document, meaning, it doesn’t need to be sent to the state or any government agency. Hope that helps!

      reply
  2. Eric johnson April 14, 2018

    Ok thanks a lot your site has lots of information

    reply
    • Matt Horwitz April 14, 2018

      You’re welcome Eric! Do you means “lots of information” in a good way, or lots of information in bad way, as in that it’s hard to find? Let us know if you have any suggestions for making certain pieces of content easier to find :) Thanks!

      reply
  3. Eric johnson April 14, 2018

    Lots of information in a good way, just when I think I’m done learning I find more to read.

    reply
    • Matt Horwitz April 14, 2018

      That’s awesome to hear! Just wanted to make sure… we’re always looking for ways to get better!

      reply
  4. Freddy June 20, 2018

    I’m organizer for an LLC which I formed for my mother and now I’m working on opening a bank account. My question is which document operating agreement would be selected for my mom to be the owner and operator. Also do you have to fill out both agreements manager and member managed?

    reply
    • Matt Horwitz June 20, 2018

      Hi Freddy, your mother would just sign one Operating Agreement, not both. Which one she signs depends on how the LLC will be managed. More info on that here: Member-managed LLC or Manager-Managed LLC. Also keep in mind, that when opening an LLC bank account, your mother will need to be present. Hope that helps.

      reply
      • Freddy June 20, 2018

        Thank you! I appreciate the response. My mom wants to go with member managed and she would like to elect me as an external manager that way she is the member and owner of the business and I have the articles of organization so from previous posts you said that this document somewhat absolves you (me) of any liabilities after the oragnizer duties have been completed. What document would state that im a external manager so my mom can be binding contracts as a member while I manage the day to day business activities.

        My guess is member managed for my mom and she hire me externally to run day to day business activities. But which documents do I need? thanks again!

        reply
        • Matt Horwitz June 20, 2018

          As an LLC Organizer, you don’t really need to be absolved, since an LLC Organizer has no liability or responsibility to the LLC after the Articles of Organization are filed. Just because you “have” the Articles of Organization, doesn’t really mean anything. It gives you no control. The LLC is controlled via the Operating Agreement. You’ll want to chew on things a bit longer, but what this sounds like is a Manager-Managed LLC with one LLC Member. Your Mom is the only Member (owning 100%), but both she and you are Managers. You are technically a Manager and she is a Managing Member. You would use a Manager-Managed Operating Agreement and spell out the details within the agreement regarding duties, obligations, and control. I just emailed you a Manager-Managed Operating Agreement.

          reply
          • Freddy June 20, 2018

            Thank you so much Matt! You’ve made this process far less complicated than the documents seem. If I have any more questions I will post them and thank you for this website. Good Stuff!

            Thanks,

            Freddy

            reply
            • Matt Horwitz June 20, 2018

              You’re welcome Freddy! Thank you for the kind words :)

              reply
  5. Jeff Hudson June 20, 2018

    Matt, thank you for simplifying these complicated issues. I am a single person and I am forming an LLC to own a warehouse. I want the LLC (that is, the warehouse that it will own) to pass immediately to my living trust upon my death. Do I name the trust as the member in the Statement of Organizer, or what is the best way to make sure the LLC (and the warehouse) do not have to go through probate?

    Thanks again!

    reply
    • Matt Horwitz July 30, 2018

      Hi Jeff, thanks for the kind words! We don’t work with trusts a ton, so we don’t know. This question would need to be addressed with an attorney. Thanks for understanding.

      reply

Leave a Comment