Who or What is an “Organizer” of an LLC?
By: Jason Simmons | Published September 15, 2021
The Missouri Limited Liability Company Act (the “Act”) sets forth the requirements that must be met to create a domestic limited liability company that will operate in Missouri. Creating an LLC in Missouri is accomplished by filing articles of organization which set forth at least the following items:
• the name of the LLC;
• the purpose(s) for which the LLC is formed;
• the name and physical address for the LLC’s registered agent;
• a statement whether management of the LLC is vested in the member(s) or manager(s);
• the term or duration of existence for the LLC (which may be perpetual); and
• the name and physical address of each organizer of the LLC.
The purpose of this blog is to focus on the purposes and role of the organizer of an LLC. Under the Act, an organizer is simply the person who “signs” the articles of organization to create the LLC. The person may, but is not required to be, a member or manager of the LLC. Oftentimes, it may be the attorney who is representing the members of the LLC for purposes of creating the LLC. Occasionally, it may be some other person. There is no requirement to list all the members as organizers and only one person is required to be named.
The role of the LLC organizer is limited to essentially two functions. The first, as described above, is to sign the articles of organization to legally form and create the LLC with the Secretary of State. The second function of an organizer is essentially a back-up role. Under the Act, in the event that the LLC fails to have a registered agent for any reason, and no other authorized person can be located upon the exercise of due diligence, then the organizer may be served with legal process, notice or other legal demand.
Under the original version of the Act, it was not possible to change the organizer once an LLC had been formed. However, under subsequent revisions to the Act, articles of organization may be amended or restated, and as such, the organizer can be changed in that manner. While every situation may be different, I would rarely recommend amending or restating an LLC’s articles of organization just because there has been a change in the membership (remember – the organizer may, but is not required to be, a member).
If you have questions about setting up a new business – either a corporation or LLC — or if you have questions about how you are operating your existing business, please contact Cripps & Simmons here to schedule an appointment and meet with one of our business planning attorneys.