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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. This should not be confused with a Certificate of Incorporation, which is what a corporation (as opposed to an LLC) receives when filed.
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.
*Disclaimer*: Harvard Business Services, Inc. is neither a law firm nor an accounting firm and, even in cases where the author is an attorney, or a tax professional, nothing in this article constitutes legal or tax advice. This article provides general commentary on, and analysis of, the subject addressed. We strongly advise that you consult an attorney or tax professional to receive legal or tax guidance tailored to your specific circumstances. Any action taken or not taken based on this article is at your own risk. If an article cites or provides a link to third-party sources or websites, Harvard Business Services, Inc. is not responsible for and makes no representations regarding such source’s content or accuracy. Opinions expressed in this article do not necessarily reflect those of Harvard Business Services, Inc.
There are 11 comments left for What is a Delaware LLC Certificate of Formation?ted ogunbanjo said: Tuesday, September 22, 2020
We want to include the names of the shareholders and their shareholding on the certificate. please advise costsHBS Staff replied: Tuesday, September 22, 2020
Unfortunately, we cannot assist with this specific request. Shareholders are not typically noted in the Ceritificate of Incorporation. Please feel free to contact us via live chat, phone, or email for additional information.kozak Investment Fund LLC said: Wednesday, April 1, 2020
Request a training certificate stating my name as the sole owner. graciouslyHBS Staff replied: Thursday, April 2, 2020
Please contact our Filings team at firstname.lastname@example.org and they can assist you with your document needs.Alameen said: Wednesday, April 10, 2019
Is a Delaware LLC owned by a non US resident is eligible to lease equipments and services from the US financial market worth few millions ??.HBS Staff replied: Thursday, April 11, 2019
Alameen, a Delaware LLC is allowed to conduct lawful business activity any where in the world it would choose. It would be best to reach out to the company or organization offering the leases and inquire about the requirements to work with them.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.