What is an LLC Membership Certificate?

An LLC membership certificate, also referred to as an LLC membership interest certificate or LLC member certificate, is a document that proves an individual’s ownership of a Limited Liability Company. Similar to issuing stock certificates to the shareholders of a corporation, a membership certificate can be issued to LLC members to record their ownership of the entity.  

The LLC membership certificate is not filed anywhere and is not required. 

Many states already require the member’s names and ownership percentage when filling out the Articles of Organization (also called a Certificate of Formation or Certificate of Organization in some states), making this document unnecessary.  Additionally, if the LLC has an Operating Agreement, a list of members and their ownership interest is often recorded in the agreement. 

What’s included in LLC Membership Certificates?

Since there are no state regulations or requirements for an LLC membership certificate, any information that you feel is relevant can be included. A few common entries include:

• The name of the LLC: This should be the legal name of your LLC as it appears on your Articles of Organization.
• The state of formation: This should be the state where your LLC was formed.
• The member’s name: This should be the first and last name of the person who owns the membership interest in the LLC.
• The member’s percentage of ownership: This should be the individual members’ ownership percentage and the dollar amount of the member’s investment in the LLC. 
• The issue date of the certificate: This is the date that the certificate was issued. 
• Signature of the member: The member should sign the LLC membership certificate to indicate their acceptance of ownership.
• Signature of an authorized person to admit new members: This should be the signature of a person authorized to admit new members to the LLC. This is typically a manager or member with authority over admitting new members.