Delaware Articles of Organization: Filing, Costs, Compliance

Key Takeaways

• The Delaware Articles of Organization (officially called the Certificate of Formation) establish an LLC as a legal entity in the state.
• Filing requires key details such as the LLC’s name, registered agent, and business purpose.
• The document differs from Articles of Incorporation, which are used for corporations.
• Delaware requires a registered agent and compliance with new beneficial ownership information (BOI) reporting laws.
• Certified copies and expedited filing services are available through the Delaware Division of Corporations.
• Amendments or changes to LLC information require filing a Certificate of Amendment.
• Delaware’s flexible LLC laws make it a preferred jurisdiction for business formation.

Delaware Articles of Incorporation

Getting copies of the Delaware Articles of Incorporation provides you with the necessary paperwork you may need for certain transactions. When you request a copy of an approved Certificate of Incorporation from the Delaware Division of Corporations, for example, the document serves as verification that you have established a valid company in Delaware. Until you receive an approved certificate from the Delaware Division of Corporations, your company is not considered valid.

Understanding Delaware Articles of Organization

While “Articles of Incorporation” apply to corporations, Delaware LLCs are formed by filing the Certificate of Formation, often referred to as the Delaware Articles of Organization. This document legally establishes the LLC and includes essential information such as:

• The official name of the LLC.
• The name and address of the Delaware registered agent.
• A statement confirming that the LLC is being formed under the Delaware Limited Liability Company Act.

The Certificate of Formation is filed with the Delaware Division of Corporations, typically online or by mail. Once approved, the LLC gains legal recognition to operate in Delaware. Many business owners prefer Delaware because of its business-friendly court system, flexible LLC structure, and privacy protections.

What Is the Purpose of a Certificate of Incorporation?

The purpose of a Certificate of Incorporation for businesses is to certify that the documents on file with the Delaware Division of Corporations are authentic. The Delaware Secretary of State issues the official document. The information provided on the certificate is the name of the specific document being certified and the date it was filed.

The certification process uses the original document currently on file with the state. The Secretary of State's signature is attached to the Certified Copy along with the official state seal. Once it is signed and stamped with the seal, the document gets attached to the certified filing form.

Having a Certified Copy of your business's Certificate of Incorporation can be beneficial in a variety of situations:

• It provides proof that the business exists.
• You may need it to start a business account at your bank.
• It may be necessary when applying for a loan.
• The Certified Copy provides proof of the status of your company to potential investors.
• You may need the Certified Copies when you're applying for foreign qualification status.
• You can use the Certified Copies as backups for the originals or to replace the originals if they've been lost.

If changes have been made to the original document, it will not be reflected in a Certified Copy. You would need to request a Certificate of Amendment, which would be a Certified Copy showing any changes to the original document, such as a name change.

Key Information Included in Delaware Articles of Organization

When filing Delaware Articles of Organization, the following details are required:

1. LLC Name: Must be unique and include the term “Limited Liability Company” or an abbreviation such as “LLC.”
2. Registered Agent: A Delaware-based registered agent must be designated to accept legal and official correspondence.
3. Organizer Information: The organizer is the individual or entity filing the certificate. Their name and signature must be included.
4. Business Purpose: While Delaware allows a broad “any lawful business” statement, specific industries may require additional disclosures.
5. Effective Date: The LLC can be formed immediately upon filing or set to become effective at a later date.

It’s recommended to keep an operating agreement on record, even though Delaware does not require one. This internal document governs ownership, management, and member responsibilities.

What Is a Certificate of Incorporation Versus a Certificate of Good Standing?

The two certificates are not the same. Certificates of Good Standing certifies that companies are in good standing with the state as of a certain date, meaning companies are fully compliant and have paid annual Franchise Tax Fees.

A Certificate of Incorporation describes the formation of a corporation. The certificate contains pertinent information about the business, including:

• The business' legal name
• Location of the business
• Number of shares that may be issued to shareholders
• Name and address of each incorporator
• Name and address of the business or individual responsible for accepting legal documents being served against the business

Delaware Articles of Organization vs. Articles of Incorporation

The Delaware Articles of Organization apply specifically to limited liability companies (LLCs), whereas Articles of Incorporation are filed by corporations.

Understanding this distinction helps entrepreneurs choose the right business entity. LLCs offer personal liability protection like corporations but with fewer formalities and more management flexibility.

What Is the Process for Getting Certified Copies?

Getting copies of Delaware Articles of Incorporation can be accomplished with a few steps.

• Mail – If requesting by mail, an Order Form must be submitted that includes a daytime contact phone number.
• Fax – Submit the Order Form. On the fax cover sheet, include a daytime phone number.
• In person – Drop off a completed Order Form. If you pay priority fees, the order will be expedited.

The Order Form can be picked up at the Division of Corporations, or you can print it by accessing the Delaware Department of State website. You may also fill out the form at the Delaware Department of State office.

Filing and Processing of Delaware Articles of Organization

To form an LLC, you must file the Delaware Articles of Organization (Certificate of Formation) with the Division of Corporations. You can file:

• Online: The most efficient method, with same-day approval options for an extra fee.
• By Mail: Submit a completed form with the appropriate filing fee.
• Through a Registered Agent: Most Delaware LLCs are filed by a registered agent, who handles submission and compliance.

Processing Time and Fees:

• Standard processing: approximately 3–5 business days.
• Expedited options: 24-hour, same-day, 2-hour, or 1-hour service levels.

The filing fee for the Delaware Articles of Organization is typically $90, but additional fees apply for expedited service or certified copies.

Once filed and approved, you will receive a stamped Certificate of Formation, which serves as your proof of LLC creation.

What Is the Cost of a Certified Copy of Delaware Articles of Incorporation?

There are four payment options to choose from when you want to get a Certified Copy of Articles of Incorporation.

• Priority 1 expedited processing - $1,000, one-hour service.
• Priority 2 expedited processing - $500, two-hour service.
• Priority 3 expedited processing - $60, same day service.
• Priority 4 - $50, 24-hour service.

Expedited fees are determined by the level of priority service being requested. Expedited processing fees are an additional charge and separate from normal processing fees. You have several options to choose from to pay for a Certified Copy of Delaware Articles of Incorporation.

• Check – Make the check payable to the Delaware Secretary of State.
• Money order – The check should be payable to the Delaware Secretary of State.
• Credit card – Visa, MasterCard, or Discover are accepted forms of payment.

Compliance Requirements After Filing

After forming an LLC, Delaware law imposes ongoing compliance obligations:

• Franchise Tax: LLCs pay an annual flat fee of $300, due June 1 each year.
• Registered Agent: Must maintain a registered agent within Delaware at all times.
• Annual Report: Corporations file annual reports, but LLCs are exempt from this requirement.
• Business Licenses: Depending on the business activity, you may need a Delaware business license or professional license.

In 2024, Delaware implemented new beneficial ownership reporting requirements under the federal Corporate Transparency Act (CTA). LLCs must report their beneficial owners—individuals who own or control 25% or more of the company—to the Financial Crimes Enforcement Network (FinCEN). Failure to comply can result in significant penalties.

Amending Delaware Articles of Organization

If an LLC’s information changes, you must file a Certificate of Amendment with the Delaware Division of Corporations. Common amendments include:

• Changing the company name.
• Updating the registered agent or address.
• Altering the effective date or business purpose.

The amendment filing fee is $200, and expedited options are available. It’s crucial to update this information promptly to maintain legal good standing in Delaware.

Why Form a Delaware LLC

Delaware is one of the most popular states for forming LLCs due to its favorable tax laws, privacy protections, and business-friendly court system (Court of Chancery).

Key advantages include:

• No state income tax on out-of-state income.
• Strong legal protections for business owners.
• Confidentiality—member names are not listed on public filings.
• Flexible management structure and customizable operating agreements.

These benefits make Delaware a top choice for startups, holding companies, and established businesses alike.

Frequently Asked Questions

1. Is the Delaware Articles of Organization the same as the Certificate of Formation?
   Yes. Delaware uses the term Certificate of Formation for LLCs, which serves the same purpose as Articles of Organization in other states.
2. How long does it take to form an LLC in Delaware?
   Standard filings take 3–5 business days, but expedited services can process within hours.
3. Can I form a Delaware LLC if I don’t live in Delaware?
   Yes. You only need a registered agent with a Delaware address to accept official mail and service of process.
4. What happens if I don’t file the annual franchise tax?
   Failure to pay the annual $300 LLC tax can result in penalties, interest, and loss of good standing.
5. How do I amend or correct information in my Delaware LLC filing?
   Submit a Certificate of Amendment to the Delaware Division of Corporations with the updated details and filing fee.

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