Delaware Certificate of Formation

How to File Your Delaware Certificate of Formation

The Articles of Organization for Delaware are easy to fill out. We’ll help you understand what some terms mean and why you have to provide the information the form requires. We’ll walk you through the steps and help you compile the information needed.

Step 1: Submit Your LLC’s Official Name 

The first thing you need to include in your Certificate of Formation is your business name. Before the Secretary of State will accept your documents, your LLC’s name must comply with the legal naming requirements. 

First, your name must include a word or abbreviation designating the underlying business structure. Delaware requires LLCs to include “Limited Liability Company,” “L.L.C.,” or “LLC.” 

Second, your name must be distinguishable from other business names on record with the state. Delaware’s Division of Corporations provides an online business name availability search so you can check that your name is unique before submitting your documents. We also recommend our Business Name Checker, where we’ll complete this step for you.

Step 2: Add a Copy of the Name Reservation Certificate

Delaware allows new business owners to reserve their future business names. While you complete your Certificate of Formation, you can reserve your desired name for consecutive 120-day periods. While Delaware doesn’t require new LLCs to reserve their name before they register, you can easily reserve your name and pay your fee online. If you’ve already reserved your 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 have a Registered Agent on file 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 is a person or company located in Delaware that will receive and forward official mail to your company. If you don’t have a Registered Agent in Delaware, try our Registered Agent Service, and we’ll connect you with a dependable agent.

Step 4: Sign the Certificate of Formation

The third and final piece of information you need to meet the minimum requirements for a Delaware Certificate of Formation is a signature from an authorized person. Typically, one or more founding members sign the Certificate of Formation. However, any authorized person may sign. By signing, the person attests that they completed the Certificate accurately and truthfully with the intent to create a Delaware LLC.

Step 5: Certify Your LLC Has at Least One Member

Delaware law defines an LLC as a company with at least one member that’s formed under Delaware’s Limited Liability Act. The members have responsibility for operating and maintaining the LLC. While it’s not required to include a certification in your Delaware Certificate of Formation, you can add the name and address of the founding member or members in your draft.

Step 6: Choose a Filing Date

Your LLC is legally formed once the Secretary of State files your documents and processes your filing fee. However, Delaware allows you to set a delayed filing date if you want your Certificate to take effect sometime in the future. For instance, you might want to delay formation to arrange the company’s calendar year differently for tax purposes.

Where to file your Delaware Certificate of Formation

Once you’ve drafted your Certificate of Formation for an LLC in Delaware, it’s time to file with the Delaware Division of Corporations. Delaware accepts paper filings online, by mail, or at the Division Office in Dover. Include a cover sheet with your name or entity name, return address, and phone number if you file by mail. To file your Certificate of Formation online, save your Certificate in .pdf form and submit it through the Division’s Document Upload Service. 

When you file your State of Delaware Certificate of Formation, you’ll need to pay a filing fee. Delaware accepts American Express, Discover, MasterCard, and Visa cards. If you want to mail a check, you can make it payable to the 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 a few more steps before you’re ready to conduct business.

Operating Agreement

An essential document for your new LLC is the Limited Liability Company Agreement, also called an Operating Agreement. This agreement, signed by the LLC’s members, sets rules for how you’ll resolve disputes between the business owners. Think about how you want distributions to occur, when you want a member to join or leave the LLC, and other operational issues that may come up throughout the life of your company. If you don’t have an Operating Agreement, the courts will resolve disputes under the default rules from Delaware’s LLC Act.

You can write your own Operating Agreement or try our Operating Agreement Template for inspiration if you aren’t sure where to start.

Apply for an EIN

All new businesses need to apply for an Employer Identification Number (EIN) from the IRS. You’ll use your EIN to file your tax returns and report employee wage withholding. Also, you’ll use your EIN to apply for a business license and open a business bank account. If you don’t want the hassle of dealing with the IRS, our EIN Service can obtain your EIN for you.

We can help!

Our team of experts is here to help entrepreneurs with all the details of running their business. Try our Worry-Free Compliance Service, and we’ll keep your legal documents organized on your dashboard and send you reminders of important deadlines. When you use ZenBusiness Money, you can manage invoices, revenue, and expenses right on your phone. Our team is ready and happy to provide guidance and tools to help keep your enterprise legally compliant.