The Certificate of Formation is the document you receive from the state of Delaware once your LLC is filed and approved by the Delaware Secretary of State, Division of Corporations.
The Delaware LLC Certificate of Formation is akin to a birth certificate for your newly-created Delaware LLC.
Your approved and original Certificate of Formation, which will be emailed to you, is a black and white document with a time-stamp and date-stamp in the corner that indicates it has been approved by the Delaware Secretary of State.
This Certificate of Formation is the only document you are required to file in order to create a Delaware LLC. The Delaware LLC Certificate of Formation remains on file with the Delaware Secretary of State, and is required to contain only three items:
The ownership, operation and management of the LLC are set forth in the company's LLC Operating Agreement, which is not required to be filed with the state and can therefore be changed without the company ever having to pay a fee to file an amendment.
You can, if you so desire, elect to add additional information to your Certificate of Formation. This is a personal choice with advantages and disadvantages.
Some people want the LLC's members' names listed on the Certificate, or the titles of the LLC's members, or perhaps the physical business address. These people typically feel more secure in knowing their name has been filed with the state as a member of the LLC, in case a dispute over ownership should arise at any point.
One of the disadvantages of listing extra information on the Certificate is that in order to make any changes, an amendment must be filed with the state. Not surprisingly, the state charges a hefty fee to file an amendment; the thought of this superfluous fee is unappealing to many clients, which is why most people choose not to list any additional information on their Certificate of Formation.
If you are preparing your own Delaware LLC Certificate of Formation, your name will be listed on the Certificate as the Delaware LLC's authorized person; this is is why many people opt to have us act as their Delaware Registered Agent.
We can prepare the Delaware LLC Certificate of Formation for you, which allows you to take full advantage of the privacy offered by the Delaware LLC Act.
There are 7 comments left for What is a Delaware LLC Certificate of Formation?Kristen said: Wednesday, January 10, 2018
If a EIN and business license was obtained for a new LLC but a “Certificate of Formation” was never completed what happens? I am going to file the “Certificate of Formation” now but should I put a back date on the form from when the company was originally created? How do I get everything straightened out?HBS Staff replied: Thursday, January 11, 2018
Unfortunately, the company formation documents cannot be back dated. Typically, a business license cannot be obtained in the LLC's name if the Certificate of Formation has not been filed with the state. Please call one of our corporate formation specialists at 800 345 2677, Ext 6900 if you'd like further assistance.Ruy said: Monday, July 24, 2017
On the top right corner of the Certificate of Formation there is section that has, the delivered and Filed time and date. Below the FILED line is another line that starts with SR plus11digits and File Number plus7digits. What do those numbers mean?HBS Staff replied: Tuesday, July 25, 2017
The SR number is how the state of Delaware references that specific filing in its system. SR means service request. Thanks for reading our blog.Mark Kelly said: Friday, April 7, 2017
Hi, I'm trying to get verification that I am an actual member of an LLC based in Delaware but the person who registered the LLC said there is no need to have proof and that he is not allowed to send scanned documents of an LLC. How am I able to confirm that I am a member of the LLC? It's very concerning that this person is stating he cannot send me scanned copy of the Operating Agreement. Shouldn't there be a way to allow digitally signed copies of this document? Any insights would be most appreciated. Thanks and regards, MarkHBS Staff replied: Monday, April 10, 2017
The ownership, operations and management of the LLC are governed by a written Operating Agreement among its owners that is not required to be publicly filed or disclosed to the Delaware Division of Corporations. Typically, the members do have a copy of the LLC Operating Agreement in their own personal files that shows their ownership in the LLC. For your unique situation, you may want to consult an attorney for advice.Donna R. Dusek said: Thursday, December 22, 2016
How do I go about getting copies of a company's Certificate of Formation?HBS Staff replied: Wednesday, December 28, 2016
If you formed your company with us, we would have a copy on file, which we can email to the email address associated with your account. If you did not form your company with us, we would be happy to assist with ordering a Certificate of Formation from the state of Delaware. You can email your request to our Filings Team at firstname.lastname@example.org or call us at 800-345-2677, Ext. 6910.Monica Falcone said: Tuesday, November 15, 2016
What if the single member dies? The operating agreement has a provision that allows a family member to take over. Would that still be an amended Certificate of Formation if the new family member/owner signs on the LLC's behalf?HBS Staff replied: Thursday, November 17, 2016
An LLC does not have a fixed life term, and can remain in existence, even after the death of one or more members. A carefully drafted LLC Operating Agreement can help to ensure a smooth transition of control after the death of a key member, making the LLC an attractive vehicle for family estate planning. The LLC Operating Agreement will allow control over the LLC, its assets and/or its business to be passed along to surviving family members.
You can read more here: https://www.delawareinc.com/blog/estate-planning-with-a-delaware-llc/
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