What is a Delaware LLC Certificate of Formation?
A Delaware Certificate of Formation is the document filed with the Delaware Secretary of State to legally form a Delaware LLC. Once the filing is accepted, you can receive a filed copy showing that the Certificate has been recorded by the state.
While many states use the term ‘Articles of Organization’ for an LLC’s formation document, Delaware calls this document the Certificate of Formation. This document is akin to a birth certificate for your newly created Delaware LLC. This document should not be confused with a Certificate of Incorporation, which is the formation document filed to create a Delaware corporation.
If you form your LLC through Harvard Business Services, we will provide you with a copy of your filed Certificate of Formation after the state accepts the filing.
Certificate of Formation Requirements
This Certificate of Formation is the formation document required in order to create a Delaware LLC. The Delaware LLC Certificate of Formation remains on file with the Delaware Secretary of State and only requires a limited amount of information:
- the name of the Delaware LLC
- the address of the Delaware LLC's registered office
- the name and address of the Delaware Registered Agent
- Signature of an Authorized Person (HBS can act as your Authorized Person)
Ownership, management, and other internal rules are generally addressed in the 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.
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Filing a Certificate of Formation
To form a Delaware LLC, one or more authorized persons must prepare and file a Certificate of Formation with the Delaware Division of Corporations. As mentioned, the Certificate must include the LLC’s name, address of the registered office, and the name and address of its registered agent.
Before filing, you should confirm that your chosen LLC name is available and select a Delaware registered agent who has agreed to serve on behalf of the company. The completed Certificate of Formation can then be submitted to the Delaware Division of Corporations, either directly or through a formation service such as Harvard Business Services.
Updating a Certificate of Formation
Delaware allows LLC members to include additional information in the Certificate of Formation beyond what the state requires. However, including additional information can create extra filing requirements later. If information in the Certificate changes in a way that makes the filing inaccurate, the LLC generally must file a Certificate of Amendment.
For this reason, many Delaware LLCs keep their Certificate of Formation relatively simple and include other internal details in the LLC Operating Agreement instead. This can make it easier to update internal company information without amending the LLC’s formation document.
File with Harvard Business Services, Inc.
While you can submit your own Certificate of Formation through the state of Delaware, filing with your Delaware registered agent, Harvard Business Services, Inc., is fast and easy.
Our team at Harvard Business Services, Inc. is known for its processing speeds. We can prepare and submit your formation documents to the state quickly, helping you get your Delaware LLC formed without unnecessary delays.
It’s also worth noting that the names of a Delaware LLC’s members and managers generally are not required to appear on the public Certificate of Formation. However, if you act as the Authorized Person when preparing your own Delaware LLC Certificate of Formation, your name will appear on the Certificate in that capacity. Instead, we can prepare the Delaware LLC Certificate of Formation for you, listing ourselves as the Authorized Person and appointing the LLC’s initial members and managers on your behalf. Note that acting as an Authorized Person does not give us any sort of ownership of the LLC.
Furthermore, Harvard Business Services, Inc. provides dependable Registered Agent services for Delaware LLCs and businesses across the country. Our team will help you stay connected with the state and receive important legal and compliance notices for the life of your business.
Form your Delaware LLC online and have our team serve as your Delaware Registered Agent today.
FAQs
When does a Delaware LLC become official?
A Delaware LLC generally becomes a legal entity when its Certificate of Formation is filed with the Delaware Secretary of State. However, the Certificate can specify a later effective date or time, allowing the LLC to officially come into existence after the filing date.
What’s the difference between an LLC Certificate of Formation and an LLC Operating Agreement?
The Certificate of Formation is filed with the State of Delaware to legally create the LLC. It typically contains only basic information, such as the LLC’s name and registered agent. An Operating Agreement is an internal document that establishes how the LLC will be managed and operated.
Does a Delaware Certificate of Formation expire?
No. A Delaware LLC generally has perpetual existence, so its Certificate of Formation does not expire unless the Certificate specifies otherwise. If the LLC is dissolved and wound up, a Certificate of Cancellation is typically filed to formally cancel the Certificate of Formation and terminate the LLC’s legal existence.
Take the first step to being your own boss!
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Start my business*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.
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There are 12 comments left for What is a Delaware LLC Certificate of Formation?
Jayro said: Friday, October 21, 2016So, if I'm understanding this correctly, as a single-owner LLC, the only thing that's actually *required* is the Certificate of Formation. The LLC Operating Agreement, while recommended by some attorneys, is not a legal requirement. Is that correct? Are there any other hard-letter filing requirements for single-owner LLC's other than the Certificate of Formation?
HBS Staff replied: Friday, October 21, 2016To stay compliant with the State of Delaware Division of Corporations, the LLC must have a Registered Agent at all times and pay the yearly $300 Delaware Franchise Tax. Typically, even a single member LLC will have an LLC Operating Agreement on file internally in the entity.
BB said: Friday, October 14, 2016Can the authorized person sign the name of the LLC that is being created? How much is the fee to amend a certificate of Formation?
HBS Staff replied: Monday, October 17, 2016The fee to amend a Certificate of Formation is $450 plus any applicable Franchise Tax.
An individual must always sign for LLC-related services, even if the responsible party/member/manager is an LLC. An individual still must sign on the LLC’s behalf.