Key Takeaways

  • An LLC Certificate of Formation is the official state-filed document that legally establishes a limited liability company; some states call it Articles of Organization.
  • It generally includes the LLC’s legal name, registered agent details, principal office address, management structure, and sometimes member or organizer information.
  • States like Delaware, Idaho, New Jersey, Pennsylvania, and Texas require an LLC Certificate of Formation, with specific filing formats and fees.
  • Filing requirements and optional details vary by state—some request duration, business purpose, or liability statements, while others have minimal requirements.
  • Delaware requires a separate Cover Memo and allows expedited processing for an extra fee.
  • Accurate completion is critical, as mistakes in the LLC’s name, agent information, or required disclosures can delay approval.
  • Filing can often be completed online or by mail, and many states accept credit card payment for faster processing.
  • Consultation with an attorney can help ensure compliance with state-specific laws and prevent filing errors.

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.

Purpose and Legal Importance of an LLC Certificate of Formation

An LLC Certificate of Formation serves as the official, state-recognized declaration that your limited liability company exists as a legal entity. Filing this document with the appropriate state agency—usually the Secretary of State—provides public notice of your company’s essential information and grants it the legal protections afforded to LLCs. In states that use a different term, such as “Articles of Organization,” the function is the same: to record your LLC’s formation details in the public registry. Without a properly filed Certificate of Formation, your LLC does not have legal standing, meaning you cannot take advantage of benefits like limited liability protection, the ability to open business bank accounts, or the capacity to enter into contracts under the company’s name.

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.

State-by-State Variations in Filing Requirements

While the core purpose of an LLC Certificate of Formation is consistent across states, the exact requirements can vary significantly:

  • Filing Terminology: Some states, like Delaware and Texas, use the term “Certificate of Formation,” while others, like Florida and California, call it “Articles of Organization.”
  • Mandatory Information: Common fields include the LLC’s name, registered agent, principal address, and management structure. Certain states require a statement of purpose or intended business activities.
  • Optional Provisions: States may allow inclusion of internal governance details, indemnification clauses, or specific liability limitations.
  • Professional LLCs: In states with specific professional licensing requirements, the certificate may need to indicate professional status and list relevant license numbers.
  • Processing Options: Many states offer standard and expedited filing speeds, with fees ranging widely.

Because of these differences, it’s important to review the exact requirements on your state’s Secretary of State or business division website 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.”

Common Mistakes to Avoid When Preparing Your Certificate

When completing your LLC Certificate of Formation, be mindful of common errors that can lead to rejection or delays:

  1. Incorrect or Non-Compliant Name: Ensure your chosen name includes the proper LLC designator and is distinguishable from existing entities in your state.
  2. Incomplete Registered Agent Information: The registered agent’s name and physical address must be accurate—P.O. boxes are often prohibited.
  3. Missing Signatures: Even if not required for all members, most states require at least one organizer’s signature.
  4. Incorrect Filing Fee: Submitting the wrong amount or an invalid payment method will delay processing.
  5. Not Meeting State-Specific Formatting: Some states require specific margins, font sizes, or document formats for acceptance.

By double-checking your form before submission, you can prevent unnecessary administrative setbacks.

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.

Post-Filing Steps and Compliance

Once your LLC Certificate of Formation is approved, your LLC is officially recognized—but your legal responsibilities don’t end there. Typical next steps include:

  • Obtaining an EIN: Apply for an Employer Identification Number from the IRS for tax reporting and to open a business bank account.
  • Drafting an Operating Agreement: While not always required by law, an operating agreement outlines ownership, management, and operational procedures.
  • Registering for State Taxes and Licenses: Depending on your industry and location, you may need sales tax permits, professional licenses, or local business licenses.
  • Annual Reporting: Many states require annual or biennial reports, along with a small filing fee, to maintain your LLC’s good standing.
  • Maintaining a Registered Agent: Ensure your registered agent’s contact information stays up to date to receive important legal and tax documents.

Neglecting these steps can result in penalties, loss of good standing, or even administrative dissolution of your LLC.

Frequently Asked Questions

1. Is a Certificate of Formation the same as Articles of Organization?

Yes, the terms are often used interchangeably depending on the state, but both serve to officially form an LLC.

2. Can I file my LLC Certificate of Formation online?

In many states, yes. Online filing is typically faster than mailing paper forms and may allow for immediate confirmation.

3. How long does it take for approval?

Processing time varies—standard processing can take a few business days to several weeks, while expedited services can reduce this to hours.

4. Do I need an attorney to file my Certificate of Formation?

While not required, an attorney can help ensure compliance with state-specific laws and avoid costly mistakes.

5. What happens if my Certificate of Formation is rejected?

You’ll typically receive notice of the issue and instructions for correction. Once corrected and resubmitted with any required fees, your application can be reconsidered.

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.