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?
Kristen said: Wednesday, January 10, 2018If 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, 2018Unfortunately, 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, 2017On 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, 2017The 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, 2017Hi, 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, 2017The 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, 2016How do I go about getting copies of a company's Certificate of Formation?
HBS Staff replied: Wednesday, December 28, 2016If 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.
Monica Falcone said: Tuesday, November 15, 2016What 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, 2016An 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/