LLC Certificate of Formation

An LLC Certificate of Formation, or in some states referred to as the articles of organization, is a document filed in some states with the Secretary of State to create a limited liability company. Usually, it is required to contain the following information:

  • The LLC’s name, which should generally include “LLC,” “L.L.C.,” or “Limited Liability Company” in it.
  • The registered agent’s name and address.
  • The address for the principal or registered office of the company.
  • The LLC’s status as member managed or manager managed.

You also might be required to provide the following information:

  • The address and name of either one member or all of the members.
  • The addresses and names of the organizers.
  • The business’s designation as a Professional LLC, if there is no separate category for LLCs in your state.
  • The LLC’s status as single-member or multi-member.
  • If some or all of the LLC’s members will be liable for some or all of the obligations, debts, or liabilities of the LLC.

Once it is properly filled out, the LLC Certificate of Organization should be sent to the Secretary of State in addition to the filing fee.

What States Require an LLC Certificate of Formation?

The following states require an LLC Certificate of Formation:

  • Delaware
  • Idaho
  • New Jersey
  • Pennsylvania
  • Texas

Most of them offer a PDF form for filing your Certificate of Organization. You can then pay your filing fee online via credit card, if you wish, making filing easy. However, if your LLC is multi-member or has other complexities, it is recommended that you consult an attorney before filing.

How to Complete a Delaware LLC Certificate of Formation

As an example of this filing process, we will now run through what is required for filing an LLC Certificate of Formation in Delaware. The first step in this process is to complete the certificate. To do this you will have to:

  1. Download the LLC Certificate of Formation.
  2. Enter the name of your LLC precisely as you want it listed. Pay special attention to capitalization, the designator (“L.L.C.” or “LLC”), and punctuation, as how it is written here will be how it is referred to in the future.
  3. Enter the name and address of your registered agent. This must a Delaware address and P.O. boxes are not allowed.
  4. Choose whether your LLC will dissolve automatically on a specific date. If you want a perpetual LLC, do not fill out this section.
  5. Enter the date you are submitting the Certificate on.
  6. Sign your name where it says “By.” Print your name where it says “Name.”

How to Complete a Delaware LLC Cover Memo

In Delaware, a Cover Memo is also required to file a Certificate of Formation. To complete this you must:

  1. Download the Delaware LLC Cover Memo.
  2. On the form, pick out the Priority Box you want. These options are: Priority 1 (one hour): $1,000; Priority 2 (two hour): $500; Priority 3 (same day): varies; Priority 4: (24-hour): varies
  3. Fill in the “Submitter’s Information” section. If you do not include a fax number, an email address must be listed. The Account Number, Document Filing Request Information, and Other Document Filing Information sections may be left blank.
  4. Choose a method of return. “Regular Mail” is the standard choice. You may also list your account number for a pre-paid account with UPS or FedEX, if you have one.
  5. List credit card information. Fill this in unless you are paying by check.

How to File a Delaware LLC Certificate of Formation

In Delaware, filing must be done by mail or fax. To do this, you must:

  1. Prepare your filing fee. Make out checks to “Delaware Secretary of State” or provide credit card information in the Cover Memo. The fee is $90 for regular processing and $140 for expedited 24-hour processing. However, the expedited fee is subject to change, so you may want to confirm it with the state by calling 302-739-3073.
  2. Submit you documents. The Certificate, Memo, and check (if applicable) should be mailed to: Delaware Division of Corporations 401 Federal Street – Suite 4 Dover, DE 19901. If filing by fax, the number is 302-739-3812. For fax filing, you may only pay by credit card.

Other states may have slightly different processes for filing, but this gives you a basic idea of what filing entails. If you need help with the LLC Certificate of Formation, you can post your legal need on UpCounsel’s marketplace. UpCounsel accepts only the top 5 percent of lawyers. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.