What is a Delaware LLC Certificate of Formation?

By Devin Scott Tuesday, September 25, 2018

What is a Delaware LLC Certificate of Formation? delaware LLC certificate of formation

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 name of the Delaware LLC
  • the address of the Delaware LLC's registered office
  • the name and address of the Delaware Registered Agent

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.

Should I Add Information to my Delaware LLC Certificate of Formation?

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.

 

Disclaimer

THE AUTHOR OF THIS BLOG ARTICLE IS NOT A LAWYER AND HARVARD BUSINESS SERVICES, INC. IS NOT A LAW FIRM. THE ARTICLE ABOVE IS NOT INTENDED AS LEGAL ADVICE AND SHOULD NOT BE TAKEN AS LEGAL ADVICE. THIS SHORT ARTICLE IS STRICTLY TO MENTION SOME ASPECTS OF DELAWARE’S CORPORATION LAWS AND/OR LAWS RELATING TO OTHER FORMS OF ENTITIES WHICH YOU MAY NOT BE FAMILIAR WITH. WE RECOMMEND THAT YOU CONSULT WITH A LAWYER BEFORE FORMULATING A STRATEGY WHICH WILL BE SUITABLE FOR YOUR SPECIFIC CASE.

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There are 8 comments left for What is a Delaware LLC Certificate of Formation?

Ivaylo Velkov said: Saturday, January 20, 2018

Hello, I want to make a personal LLC but I dont want to show in the Certificate of Formation in position address of the Delaware LLC's registered office my real address in Bulgaria from where I will operate with the company. Can I use some your let say virtual address to fill in this position ?

HBS Staff replied: Wednesday, January 24, 2018

By default, we do not share any of your personal information with the state. The only address listed on the Certificate of Formation is typically our Registered Agent Address.

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, Mark

HBS 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 filings@delawareinc.com or call us at 800-345-2677,  Ext. 6910.

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