Delaware Certificate of Formation
The legal document filed with the Delaware Division of Corporations that creates a Delaware LLC under 6 Del. C. § 18-201.
Definition
The Certificate of Formation is the constituent document of a Delaware LLC. It lists the LLC's name, the name and Delaware address of its registered agent, and the signature of the organizer who filed it. The state filing fee is $110 as of 2026. The Certificate is public; anyone can search it at icis.corp.delaware.gov by entity name or file number.
Context
The Certificate of Formation is distinct from the Operating Agreement. The Certificate is filed publicly with Delaware; the Operating Agreement is a private contract among members and is not filed. The Certificate brings the LLC into legal existence; the Operating Agreement governs internal relationships.
Example
When Delewarellc forms a Delaware LLC on Day 3-5 of the 8-10 day timeline, what gets filed with Delaware is the Certificate of Formation. The $110 state fee is paid through to Delaware on the customer's behalf. The filed Certificate is typically returned within 24 hours under Delaware's expedited service tier.
Common pitfalls
- Listing operational details on the Certificate makes them public record. Keep the Certificate minimal (just name and registered agent) and put operational detail in the Operating Agreement.
- Choosing a name that fails the distinguishability test causes the Certificate filing to be rejected. Check name availability before filing.
- Selecting the wrong organizer (a person who is not authorized to act on behalf of the future LLC members) can create later governance ambiguity.