Authorized person
A person designated to file Delaware LLC formation documents on behalf of the future members. Often the formation service or legal counsel.
Definition
The authorized person (or 'organizer') is the individual who files the Certificate of Formation with Delaware. The authorized person is not necessarily a member of the LLC; they are simply the person legally executing the filing. In Delewarellc-led formations, Delewarellc's filing-team member acts as the authorized person.
Context
Delaware allows any person, US or foreign, to act as authorized person. The authorized person's role typically ends once the Certificate is accepted and the LLC's members ratify the formation in the Operating Agreement.
Example
Delewarellc's Delaware-filing specialist signs the Certificate of Formation as authorized person on behalf of the founder. The founder then executes the Operating Agreement and effectively replaces the authorized person.
Common pitfalls
- Authorized person status does not give ownership rights; that flows from the Operating Agreement.
- Some founders conflate authorized person with manager or member.