How to File Certificate of Organization for a Limited Liability Company

By eHow Legal Editor

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Based on a business model popular in both Germany and parts of Latin America, the LLC, or Limited Liability Company, has become a common organizing principle in American business. Used often by small businesses in particular, it allows for the same financial protection that corporations are afforded during litigation.

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Instructions

Difficulty: Moderately Easy

Things You’ll Need:

Internet access
Legal assistance

Step1

Choose a title for the Limited Liability Company. Your local LLC office can verify whether the name is available. While you're there, pick up the appropriate forms for filing a certificate of organization in your state.

Step2

Fill out the paperwork for the certificate of organization. Have all the officers of your company sign it. You can fill out and return the document in a single day.

Step3

File your certificate of organization at the office of your local Secretary of State, along with your LLC's proposed operating agreement and your state's filing fee.

Step4

Learn your state's requirements for an LLC filing. Some states require that you publish a notice several times in a local newspaper. Following publication, you must provide the LLC office with an "affidavit of publication." This step, as well as obtaining the relevant permits and business licenses for your area, may take 2 to 3 weeks, bringing to one month the total time it takes to set up your LLC.

Tips & Warnings

While you can file a certificate of organization (which may be known in your state as "articles of organization" or a "certificate of formation") on your own, it's easier to have a legal expert handle the task. Choose an experienced small-business lawyer to guide you through the process.
Though a Limited Liability Company affords small businesses many of the protections that corporations have, there is a downside to choosing this designation. For instance, though an LLC is taxed as an extension of your personal taxes, you must otherwise consider it a separate legal entity. This means that if it appears that your personal affairs are intertwined in the LLC, a judge could eliminate the LLC protections in a liability case.