Delaware Certificate of Formation

What is Certificate of Formation

Delaware is a preferred choice for entrepreneurs to establish businesses due to its well-established business laws and a government that is business-friendly and easily accessible. To initiate your Delaware LLC, you must file a "State of Delaware Certificate of Formation."

Filing a Certificate of Formation for an LLC in Delaware is the process of creating your new legal entity under the Delaware Limited Liability Company Act. Before conducting business in Delaware, you must submit this LLC Certificate of Formation to the Delaware Department of State, Division of Corporations. The Division offers a DE LLC Certificate of Formation template to assist in drafting your document. While you can include various information in your Certificate, we will outline the essential legal requirements below.

Our team of business experts has prepared this comprehensive guide to help you through the process of completing your LLC Certificate of Formation in Delaware. We can even manage the filing for you. With our Delaware LLC Formation Service, you can have your new business up and running within minutes.

How to File Your Delaware Certificate of Formation

Filing the Articles of Organization for Delaware is a straightforward process. We will provide clarity on key terms, explain the necessity of the information required, and guide you through each step.

Step 1: Provide Your LLC’s Official Name

The first requirement for your Certificate of Formation is your business name. Your LLC's name must adhere to legal naming requirements before the Secretary of State accepts your documents.

• Your business name must include a word or abbreviation that designates the underlying business structure. Delaware mandates that LLCs include "Limited Liability Company," "L.L.C.," or "LLC."
• Your chosen name must be unique and distinguishable from other registered business names in the state. You can verify name availability through Delaware's Division of Corporations online business name search. Alternatively, you can use our Business Name Checker for assistance.

Step 2: Include a Copy of the Name Reservation Certificate

Delaware allows new business owners to reserve their desired business names. While completing your Certificate of Formation, you can also reserve your chosen name for consecutive 120-day periods. Although Delaware doesn't require new LLCs to reserve their name before registering, you can easily do so online and pay the required fee. If you have already reserved your business name, include a copy of your Name Reservation Certificate with your formation documents.

Step 3: Provide the Name and Address of Your Registered Agent

Every Delaware business must designate a Registered Agent for service of process. Including your Registered Agent's name and address is the second legal requirement for a complete DE Certificate of Formation. A Registered Agent, located in Delaware, receives and forwards official mail to your company. If you don't have a Registered Agent in Delaware, you can explore our Registered Agent Service, where we can connect you with a reliable agent.

Step 4: Sign the Certificate of Formation

The third and final requirement for a Delaware Certificate of Formation is the signature of an authorized individual. Typically, one or more founding members sign the Certificate of Formation. However, any authorized person can sign it. The signer attests that they have accurately and truthfully completed the Certificate with the intent to establish a Delaware LLC.

Step 5: Certify Your LLC Has at Least One Member

Delaware law defines an LLC as a business with at least one member formed under Delaware's Limited Liability Act. Members are responsible for managing and maintaining the LLC. Although it's not mandatory to include a certification in your Delaware Certificate of Formation, you can add the name and address of the founding member(s) in your draft.

Step 6: Choose a Filing Date

Your LLC becomes a legal entity once the Secretary of State processes your filing fee and files your documents. However, Delaware allows you to select a delayed filing date if you want your Certificate to take effect at a future date. For example, you might wish to delay formation to align with your company's fiscal year for tax purposes.

Where to File Your Delaware Certificate of Formation

After drafting your Certificate of Formation for an LLC in Delaware, it's time to submit it to the Delaware Division of Corporations. Delaware accepts paper filings via mail, online submissions, or in-person at the Division Office in Dover. If you opt for mail, include a cover sheet with your name or entity name, return address, and contact number. For online filing, save your Certificate in .pdf format and submit it using the Division's Document Upload Service.

When filing your State of Delaware Certificate of Formation, you will be required to pay a filing fee. Delaware accepts payments through American Express, Discover, MasterCard, and Visa cards. If you prefer to mail a check, make it payable to the "Delaware Secretary of State." You can find the Certificate of Formation filing fee on the Division of Corporations website.

What Are the Next Steps?

Your LLC officially becomes a legal entity after filing your business registration in Delaware. However, there are additional steps to take before your business is ready to operate.

Operating Agreement

An essential document for your new LLC is the Limited Liability Company Agreement, also known as an Operating Agreement. This agreement, signed by the LLC's members, establishes rules for resolving disputes among business owners. It addresses various operational aspects, such as distribution procedures, member admissions,

and departures from the LLC. If you don't have an Operating Agreement, the courts will settle disputes based on the default rules outlined in Delaware's LLC Act.

You can create your own Operating Agreement or explore our Operating Agreement Template for guidance if you are uncertain where to begin.

Apply for an EIN

All new businesses must obtain an Employer Identification Number (EIN) from the IRS. Your EIN will be used for filing tax returns, reporting employee wage withholding, applying for a business license, and opening a business bank account. To simplify the process of dealing with the IRS, you can use our EIN Service to obtain your EIN.

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How We Can Assist

Remember to consult professionals for tax and legal advice specific to your business needs. Stellar can assist you with forming and maintaining your Delaware LLC, simplifying the process so you can focus on growing your dream business.

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Disclaimer: The content on this page is for informational purposes only and does not constitute legal, tax, or accounting advice. Seek the counsel of a licensed professional for specific questions related to these topics.