What is a Delaware LLC Certificate of Formation?

Certificate of FormationThe 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 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.

You might also be interested in this related article:

Company Formations Documents Defined

*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, 2016

So, 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, 2016

To 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, 2016

Can 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, 2016

The 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.



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