If you are forming a Delaware LLC, then this page’s content would be vital. As you learn how to start an LLC, you will realize that the bulk of your initial work and cost comprises filing a certificate of formation, which we will elaborate on this page.
On this page, you’ll learn about the following:
What is a Certificate of Formation?
A Certificate of Formation, also known as an LLC certificate or Articles of Organization in some states, is a document filed with the secretary of state to form an LLC.
Each state has a different requirement to fill out a form. A Certificate of Formation usually includes the following:
- The name of the LLC,
- the effective date of the LLC,
- the company’s principal office,
- the business purpose,
- the duration of the business,
- a copy of the LLC’s name registration certificate, and
- the name and address of the registered agent, organizers, and
- at least one member of the company.
Note that the certification of formation is a legal requirement, not to mention, the core of your LLC formation. It even makes up the bulk of your LLC cost. Without it, you have no LLC. So, take the time to complete and file this certificate.
How to File a Delaware Certificate of Formation
These are the simple steps to follow in filing a Certificate of Formation in Delaware.
Step 1: Find Forms Online
Go to the Delaware Secretary of State to download the certificate of formation form for your LLC or to log into the online service.
Step 2: Fill Out Form
You must attach a copy of your Name Reservation to your filled-out Certificate of Formation form when filing. You also need to nominate a registered agent. Here are 3 of the best LLC services on our list.
Step 3: File Formation Certificates
File Delaware Certificate of Formation Online
Time needed: 10 minutes.
To register Certificate of Formation online you need to visit the Delaware Secretary of State website. There is no way to register LLC through an online portal. One has to fill up the form and send it via mail. The Delaware Secretary of State portal has launched Document Upload Service recently to upload documents online. Here are the steps to file a Certificate of Formation online through Document Upload Service.
- Download form
The certificate of formation is available online in PDF format. Download the form on your computer.
- Fill out the form carefully
Read the rules and details of the form before you start filling it out. Fill it up with proper and correct information about yourself and LLC. Once you are done filling up the form, save the form on your computer.
- Upload form
Delaware State portal has Document Upload Service that allows you to upload the documents online. Go to the Document Upload Service page. Select the ‘Document Upload’ option.
Points to be noted about Document Upload:
1. This is a new service by the Delaware Division of Corporations for eFiling
2. For the existing and frequent users, a My eCorp Account will be created. This account should be linked with their existing Division of Corporation account.
3. The service is not available on weekends or any holidays. The timing of the service is Mon-Thurs from 7.45 am to 11.59 pm (EST) and Fri from 7.45 am to 10.30 pm (EST)
4. Technical Support contact: call at (302) 857-4626 or email at Dosdoc_Tech_Support@delaware.gov.
The above-mentioned points need to be considered before you start uploading your documents.
- File document or request certificate
On the Document Upload page, you will find some required fields. Those are mandatory fields and have to be filled.
- Input data about yourself
The submitter Information is the part where you have to mention yourself or whoever is filing the documents. The name, address, city, state, email, and phone number of the submitter must be mentioned.
- Encode the type of document to submit
In the next section, you need to choose the document types. There are two types of documents to be submitted – Document Filing Request and Certificate request.
In Document Filing Request, upload the file, mention the corporation name, document type. These are mandatory fields. There are other fields for other documents like certified copies, etc.
The second type of document is Certificate Required. Choosing that option will bring some more options along with uploading the file. In this type, you have to enter the name of the corporation, and other types of documents if you are submitting any.
- Choose a method of return
Lastly, add the return method and comment in the last section, To finish the file uploading, click on the Continue and go to the payment page to complete the payment process.
Follow the instructions mentioned above to register your certificate of formation online. For any questions leave a comment below.
Filing Delaware Certificate of Formation by Mail
If you prefer to file your certificate of formation by mail, then you can send the hard copies to the Delaware State office. Here are the steps to follow for filing formation certificates by mail,
- Download the certificate of formation form on your computer.
- Read the instructions carefully and fill-up the form thoroughly with all the important information required.
- Get two copies of the forms to submit.
- You need to attach the name reservation certificate with the forms before sending it
- Send the forms to the following address, Delaware Division of Corporations, 401 Federal St. Suite 4, Dover, DE 19901.
Cost of Filing a Delaware Formation Certificate
The cost of Delaware LLC consists of the filing fee and an annual Franchise Tax. Delaware State does not have any different charges for online filing. The cost of filing a certificate of formation is,
- Online submission of the form $90
- By mail submission of the form $90
- Franchise Tax $300
Where Can You Find Your Delaware Certificate of Formation
Certificate of Formation for Delaware LLC can be accessed by creating a Delaware One Stop account. You can also download the PDF from the Delaware Department of State website.
Where Can You Find Your Delaware Certificate of Formation? First of all, you will need to fill out a request form for an LLC. You should fill out all necessary information, such as the name of the entity, address, and contact information. You must also include your signature and payment information. Once you have completed the request form, you should save it in PDF format. You should also upload a cover sheet that contains the name of the entity, address, and phone number. You may also opt to add an email address.
If you are wondering, “Where can I find my Delaware Certificate of Formation?”, you are not alone. Many people are confused about the existence of the certificate because they have no idea where it’s stored. The good news is that Delaware LLCs don’t file annual reports or annual returns. The state doesn’t require them to do so. If you have any doubts, don’t hesitate to consult a lawyer. You can expect a lawyer to provide you with tailored legal advice.
To make matters worse, there is no online filing option in Delaware. The entire process takes up to three weeks. If you are pressed for time, you can pay for expedited processing services. Then, you can file a Delaware LLC application online. In addition to this, you can also use Delaware One Stop to file your application online. All you have to do is select “Set Up Your Business’s Legal Structure” and sign the document that is created for you. Alternatively, you can download the Certificate of Formation form from the state’s website.
The third and final piece of information you can find on the Delaware Certificate of Formation is the signature of the authorized person. Usually, the signature comes from one or more of the founding members, but anyone who is authorized to sign the certificate can do so. This person attests to the truth and accuracy of the information on the Certificate of Formation. This document is considered official by the state, and you will need to file a certificate every year.
Your Delaware LLC name must include the words “Limited Liability Company” or one of its abbreviations. If the name is available, you can reserve it for 120 days by paying $75. If you’re not satisfied with the available name, you can also choose a registered agent service provider to manage this task. This service is recommended for anyone looking to create a Delaware LLC website. You can also do a name search of your company on the department’s website.
The Certificate of Formation of your Delaware LLC will tell you who the members of the LLC are. It will list their names, titles, and physical business address. It must be unique from other business entities. While the Delaware Secretary of State does not require members to be of a certain age, a Delaware LLC’s name must be distinctive. If you do not choose to list the names of the LLC members on the certificate, it’s possible that another party may try to claim ownership.
A Certificate of Formation is a legal document that will officially make your LLC into existence. This document is needed specifically for Delaware in forming an LLC business structure.
The application form for the Certificate of Formation needs to include the LLC name, date of establishment, the company’s registered office, business purpose, how long the business will exist, and a copy of the LLC’s name registration certificate.
Filing by mail or in person is neither highly recommended nor required; waiting an extra week for your LLC to be approved isn’t that bad. The LLC approval you send in will be returned by mail. Online filing, meanwhile, is more convenient as you won’t have to stay in a queue.
Articles of Organization or Certificate of Formation is the most important document for your Delaware LLC. Before you submit/file the document make sure to provide proper and correct information about your company. If you have any questions, share that below in the comment section.