Certificate Of Formation For Delaware LLCs
Once your LLC is formed and your documents are filed with the Delware Secretary of State’s Division of Corporations, you will receive your Certificate of Formation.
This document can be thought of as a sort of birth certificate for a newly-formed LLC in the State of Delware. This is not the same thing as a Certificate of Incorporation, as that is something a corporation, rather than an LLC, receives upon the filing of appropriate documents.
The Delaware original Certificate of Formation is emailed directly to you in the form of a time-stamped, date-stamped black and white documents. Its markings indicate that it has received the necessary approvals from the Secretary of State.
The certificate is the only thing that must be filed by an entity wishing to become an LLC in Delaware. The Certificate of Formation will stay on file with the Secretary of State at all times, and needs only include three distinct pieces of information, namely, the Delaware LLC’s name, the address of its registered office, and the name and contact address of the LLC’s registerd agent.
The LLC’s management, operation details, and ownership will be articulated in its Operating Agreement. This does not need to be filed with the Secretary of State, and as such, it can be adjusted at anytime without the need to pay a filing fee again.
What Information, If Any, Should Be Added to A Certificate of Formation in Delaware?
There is always the option to include extra information in your Delaware LLC Certificate of Formation. There are pros and cons to doing so, and thus it makes sense to become familiar with them.
There are some who wish to add the names of the LLC’s members to the Certificate of Formation, their titles, or maybe even a physical address. Such folks tend to enjoy the security that comes with having their names on file with the Secretary of State as members of the LLC, just in case disputes emerge down the road.
However, a negative aspect of putting additional information on the Certificate of Formation is that changes that are made to that material in the future will need to be the subject of a formal, filed amendment. Because the fees charged for such amendments are costly, most LLCs steer clear of adding extra inormation to the Certificate of Formation.
If you are the one to prepare a Delaware LLC Certificate of Formation, it is necessary that your name be listed as well, and that is the reason lots of people use our Registered Agent service to take care of this on their behalf.