LLC Organizer vs LLC Member

LLC Statement of Organizer

If you choose to form your LLC yourself, we highly recommend signing an LLC Statement of Organizer. This document formally records who organized the LLC and often includes initial resolutions, like confirming the LLC Members and their initial capital contributions.

• If someone you know forms your LLC for you, you should have them sign an LLC Statement of Organizer for clear record-keeping.
• If you hire a professional company to form your LLC for you, they will typically provide you with a signed Statement of Organizer, or a similar document called an Initial Resolution, as part of their service.

What is an LLC Member? 📈

As established, an LLC Member is simply an owner of the Limited Liability Company. They hold an equity stake in the business and share in its profits, losses, and management responsibilities (depending on the management structure outlined in the Operating Agreement).

Who Can Be an LLC Member?

The flexibility for who can be an LLC Member is one of the key advantages of this business structure.

Note: All states permit the formation of Single-Member LLCs, meaning you are not obligated to have additional Members. You can be the sole owner.

The Confusion: Most States Don’t Care About LLC Members 🤯

Here’s where the primary confusion often arises for new LLC filers. When completing your LLC formation documents (like the Articles of Organization), you’ll typically find a section for the Organizer(s) at the bottom of the form. Most states only provide space for one or two Organizers.

This often leads people to think: “Where do I add all the Members’ names? There’s only room for one person!”

But, here’s the crucial point:

The interesting truth is that most states do not want to (and do not care to) know about your LLC Members on the public formation documents.

• Ownership Details in Operating Agreement: Who officially owns the LLC, how much they own, how profits are distributed, and how the LLC is managed is all detailed in your Operating Agreement. This is an “internal document,” meaning it does not get filed with the state. The Operating Agreement is a private contract among the LLC Members.
  
   
• State’s Focus: The state’s primary concern is to legally form your LLC according to its business laws. They don’t generally care if your LLC has 1 Member or 99 Members. They simply require a legal entity or person listed as the Organizer so they have an official point of contact in case there’s an error in the filing or if they need to send correspondence related to the LLC’s formation.

Important Exception: While most states don’t require it, there are a handful of states where you do have to list the LLC Members on the public formation documents, or at least some of them. It’s essential to check the specific rules for your state when completing your LLC’s formation paperwork.

We hope this article has been helpful in clarifying the distinctions between an LLC Organizer and an LLC Member. Please let us know if you have any further questions.

Beyond Organizer vs. Member: Member vs. Manager

If you’re also curious about the difference between an LLC Member and an LLC Manager, you’re on the right track to fully understanding LLC roles! We delve into that distinction in our dedicated article: LLC Member vs. Manager. (Internal Link – Verify/insert your actual URL)