Delaware LLC Certificate of Formation: Everything You Need to Know
The Delaware Certificate of Formation is an important first step in creating an LLC in Delaware, as it signifies that your Delaware LLC has been officially formed.4 min read
Delaware LLC Certificate of Formation – Everything You Need to Know
A Delaware LLC Certificate of Formation is a necessary document to file with the state, and one of the first steps in forming your LLC. Before you begin the process of creating a Certificate of Formation for an LLC, It is important to understand what an LLC is before you decide to form one. You will need to determine if an LLC is the optimal business structure for your company to use.
An LLC is a business structure that provides limited liability for the LLC members. It also has certain taxation efficiencies and can be quite flexible. Members of an LLC may include corporations and individuals, as well as other LLCs and even foreign entities. There is no maximum number of members you can include in an LLC, which is one of its benefits. An LLC is considered a hybrid business structure since it contains elements of both limited liability partnerships and corporations.
If you conclude that forming an LLC in Delaware is the best business approach for you, one of the first things you will need to do is prepare your Certificate of Formation, after you have chosen a name for your LLC.
What is a Delaware LLC Certificate of Formation?
A Certificate of Formation is a document you will receive from Delaware after your LLC has been filed and has been approved by the Delaware Secretary of State. The Delaware Certificate of Formation is like a birth certificate, signifying that your Delaware LLC has been officially formed.
You will receive your Certificate of Formation via email. The certificate will be a black and white document which will include a time and date stamp in the corner. The time and date stamp confirms that the document has been approved by the Delaware Secretary of State. You can download a Certificate of Formation to fill out at.
Your Delaware LLC Certificate of Formation will then be on file with the Delaware Secretary of State. The Certificate of Formation includes the following three items:
- The title of your LLC.
- Your LLC's registered office address.
- The address and name of the Delaware Registered Agent for your LLC.
You do have the option of adding extra information to the Certificate, such as names of the LLC members or their titles. However, if you need to make any changes, you must file an amendment. The state of Delaware charges a high fee to file such an amendment, so this deters many people from adding additional information to their Certificate.
Filing the Certificate
Depending on your preference, you are able to file your Certificate of Formation and Cover Letter by either mail or fax. You cannot file the Certificate online in Delaware. The cost of filing is $90, and you can expect your Certificate to be approved about a week after you file it. Though the average wait time is one week, there are times when the state is unusually busy, in which case it may take up to three weeks to get approval.
If you are in a rush, the state does offer you an option to pay an extra $50 to obtain processing within 24 hours. This will bring your total cost to $140. For payment, you can use either a check or credit card. If you elect to pay this fee via check, you will need to make the check payable to the "Delaware Secretary of State." If you are paying by mail, you will need to send your payment along with your Cover Letter and Certificate of Formation to the following address:
Delaware Division of Corporations
401 Federal Street – Suite 4
Dover, DE 19901
How to Complete Your Cover Letter
- The first step in completing your Cover Letter is to download it.
- Next, you will need to choose the Priority Box you want to select and shade in the box. If you do not need expedited processing, you can check the "Priority 7" box and avoid having to pay extra fees.
- You will then need to add your name, address, email, and phone number to the document.
- Finally, choose your preferred method of return. The most commonly chosen option is "Regular Mail." If you have a pre-paid account with a shipping company such as UPS or FedEx, you can use your account number on this form.
Next Steps in Finalizing your Delaware LLC
After you have completed and filed your Certificate of Formation and accompanying Cover Letter, there are additional steps you must take to fully form your LLC. These steps include:
- Appointing your registered agent.
- Preparing your operating agreement.
- Complying with other tax and regulatory requirements.
- Paying your state tax obligations.
If you need help with creating a Delaware LLC Certificate of Formation you can post your legal need on UpCounsel's marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site.