You’ve chosen to form your Limited Liability Company (LLC) in the state of Delaware. In order to form your LLC, you must file company formation documents with the state government and one of the main documents needed is the Certificate of Formation. We’ll help you through the process of preparing this document.
What is a Certificate of Formation for an LLC?
The Certificate of Formation is a required document needed to form your LLC in Delaware. It is basically a birth certificate for your newly-created Delaware LLC. It contains information such as your company name, the designated registered agent, how long your LLC will exist (normally perpetual), and the purpose of the business. It will be dated and signed by an authorized person acting on behalf of the company.
Preparing a Certificate of Formation
You can file your Certificate of Formation and Cover Letter by mail or fax. Delaware does not have online filing.
The state filing fee is $90 and the usually takes about 1-3 weeks to process. If you need a faster approval, you can pay extra for 24-hour expedited processing. You can pay the state filing fee with a check or credit card.
You must include credit card information or money order with your request. Fees are subject to change and vary based on requested priority status. Expedited service costs more than standard service. You can download the current fee schedule or contact the Delaware Division of Corporations to obtain or confirm the fees.
How to Complete and File Your Certificate of Formation
1. Name Your LLC
Submit your LLC name exactly as you would like your business to show in state records. The name must include the words “Limited Liability Company” or the abbreviation “L.L.C.” or the designation “LLC”.
2. Registered Agent Address
Every Delaware LLC must have an agent for service of process in the state. Enter the address and name of your LLC’s Registered Agent. The registered agent receives important legal and tax documents for the corporation, must have a physical business address (PO Boxes are not allowed) in the state of incorporation and be available during normal business hours. Many business owners use a registered agent service provider to ensure important documents are professionally and discreetly handled and because of the other compliance services they provide.
3. Dissolution Date
Define whether or not your LLC will automatically shut down on a specific date.There are two options when selecting the dissolution date for your LLC:
a. General Dissolution Date - If you prefer for your LLC to be open-ended with no set closure date, you would specify that the duration is “perpetual”.
b. Specific Dissolution Date - If you prefer your LLC to be automatically shut down on a specific date, then write down that specific date.Most people form a perpetual LLC and handle dissolution matters in their operating agreement instead. This gives them the freedom to change the dissolution date if needed.
4. Business Purpose
This section explains what your company is incorporated to do or the service your company will provide. Please note that you must be specific here in your purpose statement. You cannot indicate that your business will engage in all lawful business, for example if you engage in different services, then list all the major ones or use broader sector categories to encompass related services.
The incorporator is the person or company preparing and filing the Certificate of Formation with the state. Most states require the incorporator’s name, signature and address to be included. This person may either be your lawyer or anyone who is paid to file your formation paperwork for you.
There are two options that you can select to send your Certificate of Formation documents. You must include a cover sheet along with your Certificate of Formation document. This cover sheet should include your name or entity name, return address and phone number. You can optionally include your email.
By mail - When filing by mail, you can pay by check or credit card. If you are paying by check, make it payable to “Delaware Secretary of State”.
Mail your documents to:
Division of Corporations
401 Federal Street, Suite 4
Dover, DE 19901
By fax - When filing by fax, you can only pay with a credit card. Please call the state to confirm the processing. You can also call phone support and their hours are 8:00am to 4:30pm, Monday through Friday.Fax your request to the Delaware Division of Corporations. The fax number is 302-739-3812.
What Happens After I File My Certificate of Formation?
Once your LLC has been processed, you will receive a stamped and filed copy of your Certificate of Formation along with a receipt in the mail. It will be shipped to you via First Class Mail or UPS/FedEx if you included your shipping account number on the cover sheet.
A Certificate of Formation is filed with the state in order to form an LLC in Delaware. After you receive approval from the state, your new business will officially be ready to begin operations. The process is not difficult and is easy to do once you follow the steps outlined in this article.
Delaware does not have online filing and the approval time is usually 1-3 weeks or in some cases longer depending on how busy the state is. Due to the fact it is important to file early and allow adequate processing time. If faster or more reliable time is needed, then you may want to choose one of the expedited processing services.
Do You Need a Certificate of Formation to Form a LLC?
Are you unsure of what to put on your Certificate of Formation? We have created a Certificate of Formation Template to help you file for your LLC.