Formation Documents for an LLC
TL;DR: The main formation document for an LLC is typically called a Certificate of Formation, Certificate of Organization, or Articles of Organization, depending on the state. It usually includes the LLC's name, registered agent, address, management structure, and other organizer information. Delaware LLCs are formed by filing a Certificate of Formation and maintaining a Delaware registered agent.
Forming a limited liability company (LLC) requires more than choosing a business name. You'll also need to file specific documents with the state where the LLC will be created.
The exact terminology and filing requirements vary by state, but most LLCs rely on the same core documents. With a stronger understanding of these records, you can maintain compliance and establish a strong legal foundation for your business.
What Are LLC Formation Documents?
LLC formation documents are the official records submitted to a state agency to legally create a limited liability company. In most states, this agency is the Secretary of State or Division of Corporations.
Depending on the state, the primary formation document may be called:
- Articles of Organization
- Certificate of Formation
- Certificate of Organization
These names generally refer to the same type of filing. Once the state accepts the document, the LLC becomes an officially recognized business entity. Note that formation documents are different from internal company records. The state filing creates the LLC, while internal records, such as an operating agreement, explain how the business will be owned and managed.
Information Included in LLC Formation Documents
State forms differ, but most formation documents request similar information. Some of the most common requirements include:
- The LLC's legal name
- The business or mailing address
- The name and address of the registered agent
- The management structure
- The organizer's name and signature
- The LLC's business purpose, if required
- The duration of the company, if it will not exist perpetually
A registered agent is the person or company authorized to receive official correspondence for the LLC. The agent must usually maintain a physical address in the state of formation.
Business owners should review their state's official form carefully. Missing signatures, an unavailable company name, or incorrect registered agent information may result in rejection and significant delays.
Delaware Certificate of Formation
In Delaware, an LLC is created by filing a Certificate of Formation with the Delaware Division of Corporations. The Delaware filing generally requires the LLC's name and the name and address of its Delaware registered agent. Every Delaware LLC must also maintain a registered agent with a physical street address in Delaware.
Harvard Business Services, Inc. assists business owners with Delaware LLC formation and provides registered agent service at competitive pricing. Using a professional formation service can also help reduce filing errors and keep formation records organized.
Other Important LLC Documents
The state formation filing is only one part of establishing an LLC. Business owners should also consider a few related documents.
- Operating Agreement — An operating agreement is an internal document that outlines how the LLC will function. Even when a state does not require an operating agreement to be filed, having one can help clarify expectations.
- Certificate of Good Standing — A Certificate of Good Standing confirms that an LLC exists and has met applicable state compliance requirements. Banks and lenders may request this certificate.
- Foreign Qualification Documents — An LLC formed in one state may need to register as a foreign LLC before doing business in another state. This often calls for a Certificate of Authority.
Form a Delaware LLC Online
Harvard Business Services, Inc. can help entrepreneurs form an LLC in Delaware, or any other state. We'll act as your registered agent, obtain certified documents, and manage related compliance services.
Frequently Asked Questions
What is the main formation document for an LLC?
In Delaware, the main document is usually called a Certificate of Formation. In other states, this document may also be called the Articles of Organization or a Certificate of Organization.
Is an operating agreement filed with the state?
Usually, no. An operating agreement is generally kept with the LLC's internal records rather than submitted as part of the public formation filing.
Can I form an LLC in Delaware if I live elsewhere?
Yes. A business owner does not need to live in Delaware to form a Delaware LLC. The company must maintain a registered agent with a physical address in the state.
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