Jake Lawson here. In my 15+ years helping entrepreneurs with LLC formations, I’ve seen a lot of confusion around the “Statement of LLC Organizer.” Most people don’t actually need this document, but for those who do, it serves an important purpose. Let me cut through the confusion and explain exactly when this document matters—and when it’s just unnecessary paperwork.
What Is a Statement of LLC Organizer?
A Statement of LLC Organizer is an internal document that formally transfers control from the person who filed the LLC paperwork (the “organizer”) to the actual business owners (the “members”).
Think of it this way: If someone else filed your LLC paperwork for you, this document is like them handing you the keys and saying, “Okay, it’s officially yours now.”
Key Functions:
- Transfers authority from organizer to members
- Documents ownership when members aren’t listed in public filings
- Provides proof for banks and other institutions
- Protects the organizer from future liability
Do You Actually Need This Document?
Here’s my honest assessment based on real-world experience:
You DON’T Need It If:
- You filed your own LLC – If your name is on the Articles of Organization as the organizer, you can just show those documents as proof of ownership
- All members are listed in state filings – Some states require member information in formation documents
- Simple single-member LLC – When there’s no confusion about ownership
You DO Need It If:
- Someone else filed for you – Professional service, attorney, or family member acted as organizer
- Your state doesn’t list members – Many states keep member information private
- Banking requirements – Some banks want extra documentation
- Multiple organizers/members – Complex ownership situations need clear documentation
When Professional Services Act as Organizers
This is the most common scenario where you’ll need a Statement of Organizer.
What happens: You hire Northwest Registered Agent (or another service) to form your LLC. Their employee signs as the organizer because they’re filing the paperwork.
The issue: Technically, their employee is listed as the person who organized the LLC, not you.
The solution: The service provides you with a Statement of Organizer (sometimes called “Initial Resolutions”) that formally transfers control to you and documents your ownership.
Why this matters: Banks, lenders, and business partners want clear proof that you actually own the LLC, not some random employee at a formation company.
Banking and Financial Institution Requirements
In my experience, about 30% of banks ask for additional ownership documentation beyond your Articles of Organization, especially if:
- Your name isn’t clearly visible as an owner in state filings
- You’re opening a business account for the first time
- The LLC has multiple members
- You’re applying for business credit
Real example: Client forms Wyoming LLC through professional service. Wyoming doesn’t list members in public filings. Bank sees professional service employee as organizer, gets confused about actual ownership. Statement of Organizer clears this up immediately.
What Should Be Included
A proper Statement of LLC Organizer should contain:
Essential Elements:
- LLC name and formation date
- State where LLC was formed
- Organizer’s name and acknowledgment
- List of actual members and their ownership percentages
- Management structure (member-managed vs. manager-managed)
- Formal transfer of authority
- Date and signatures
Sample Language:
“I, [Organizer Name], hereby acknowledge that I served solely as the organizer of [LLC Name] for the purpose of filing the Articles of Organization. I hereby transfer all authority and resign from any organizer duties, recognizing [Member Names] as the true owners and members of this LLC.”
Legal Protection for Organizers
This is crucial if you’ve helped someone else form their LLC:
The risk: Without clear documentation, organizers could potentially be held liable for LLC debts or legal issues.
The protection: A Statement of Organizer formally severs the organizer’s connection to the LLC after formation.
Real scenario: You help your brother form an LLC for his construction business. Three years later, his LLC gets sued. Without proper documentation, lawyers might try to include you in the lawsuit simply because your name appears as the organizer in state records.
State-by-State Variations
Different states handle LLC member disclosure differently:
States That List Members Publicly:
- Examples: Some disclosure in formation documents
- Need for Statement: Lower priority since ownership is already documented
States That Keep Members Private:
- Examples: Wyoming, Delaware, Nevada (in most filings)
- Need for Statement: Higher priority since ownership isn’t publicly documented
States with Complex Requirements:
- Examples: California (different requirements for different entity types)
- Need for Statement: Depends on specific filing requirements
Common Mistakes I’ve Seen
Mistake #1: Assuming It’s Required
The problem: Thinking every LLC needs a Statement of Organizer
The reality: Most people who file their own LLCs don’t need this document
The solution: Only create one if there’s a specific need
Mistake #2: Using Generic Templates
The problem: One-size-fits-all forms that don’t match your situation
The reality: Document should reflect your actual ownership structure
The solution: Customize the form for your specific LLC
Mistake #3: Not Getting Proper Signatures
The problem: Incomplete or improper execution
The reality: Banks and courts care about proper documentation
The solution: Ensure all parties sign and date the document
Mistake #4: Forgetting to Update
The problem: Ownership changes but Statement isn’t updated
The reality: Outdated documents can create confusion
The solution: Update whenever membership changes
Alternatives to Statement of Organizer
LLC Operating Agreement
- Purpose: Comprehensive document governing LLC operations
- Includes: Member information, ownership percentages, management structure
- Advantage: Banks typically accept this as proof of ownership
- Limitation: May be more complex than necessary for simple ownership documentation
Member Resolution
- Purpose: Simpler document that just identifies members
- Includes: Names, ownership percentages, basic authority structure
- Advantage: Cleaner, more focused than full operating agreement
- Limitation: Less comprehensive for complex LLCs
Articles of Organization Amendment
- Purpose: Official state filing that updates member information
- Includes: Current member list (in states that allow/require it)
- Advantage: Official state record
- Limitation: Costs money and makes information public
When Banks Request Additional Documentation
Common scenarios:
- Opening business bank account
- Applying for business loans
- Setting up merchant accounts
- Establishing business credit lines
What banks typically want to see:
- Clear ownership structure
- Authority to act on behalf of LLC
- Proof that organizer ≠ owner (when applicable)
Pro tip: Call your bank before visiting to ask exactly what documentation they need. This saves time and multiple trips.
Best Practices for Implementation
If You Need One:
- Create it immediately after LLC approval
- Get proper signatures from all relevant parties
- Keep copies with your important business documents
- Store digitally for easy access when needed
If You Don’t Need One:
- Don’t create unnecessary paperwork
- Focus on operating agreement instead
- Keep formation documents readily available
- Be prepared to explain organizer vs. member distinction if asked
Professional Service Practices
Reputable formation services (like Northwest Registered Agent):
- Automatically provide Statement of Organizer or equivalent
- Clearly explain organizer vs. member roles
- Include this in their service without extra charges
- Use professional language and proper legal formatting
Red flags:
- Services that don’t mention organizer transition
- Charges extra fees for basic ownership documentation
- Generic forms that don’t match your state’s requirements
- Unclear about who actually owns your LLC after formation
Tax and Legal Implications
Tax Perspective:
- No impact on federal taxes – IRS cares about actual ownership, not who filed paperwork
- EIN applications – Use actual member information, not organizer details
- Annual filings – Based on real ownership structure
Legal Perspective:
- Liability protection – Proper documentation helps maintain LLC protections
- Contract authority – Clear ownership documentation prevents disputes
- Court proceedings – Judges appreciate clear ownership documentation
My Professional Recommendation
After helping 1,200+ entrepreneurs with LLC formations, here’s my advice:
For DIY Filers:
- Skip the Statement of Organizer unless banks specifically request it
- Focus on solid operating agreement instead
- Keep your Articles of Organization handy as proof of ownership
For Professional Service Users:
- Expect to receive Statement of Organizer or equivalent
- Review carefully to ensure accuracy
- Keep with important business documents
- Don’t pay extra – this should be included in standard service
For Complex Situations:
- Get professional help – Attorney or CPA guidance for multi-member LLCs
- Document everything – Better to have too much documentation than too little
- Update as needed – Keep documents current with actual ownership
Template and Resources
While I could provide a generic template, the best approach depends on your specific situation:
For simple situations: Basic statement identifying members and transferring authority
For complex situations: Comprehensive document addressing specific ownership and management issues
Professional services: Should provide appropriate documentation as part of their service
Ready to Handle Your LLC Documentation?
Whether you need a Statement of LLC Organizer depends entirely on your specific situation. Don’t create unnecessary paperwork, but don’t skip essential documentation either.
Used a professional service? They should provide this automatically.
Filed yourself? You probably don’t need it unless banks request additional documentation.
Complex ownership? Consider working with an attorney to ensure proper documentation.
About Jake Lawson: LLC formation strategist with 15+ years helping entrepreneurs navigate business documentation requirements. Independent advice based on experience with 1,200+ successful business formations. No unnecessary paperwork—just what you actually need.
Disclaimer: This article provides general information only. LLC documentation involves legal considerations that vary by state and situation. Consult with qualified professionals for advice specific to your circumstances.