Entity formation
The legal process of creating a business entity (LLC, Corporation, partnership) by filing required documents with a state.
Definition
Entity formation is the act of bringing a legal business entity into existence by filing constituent documents with the relevant US state authority. For LLCs, this means filing Articles of Organization or Certificate of Formation. For corporations, the Certificate of Incorporation. Each state has its own filing process, fees, and timing.
Context
Entity formation in Delaware specifically follows 6 Del. C. § 18-201 for LLCs and 8 Del. C. § 102 for corporations.
Example
When Delewarellc files a Certificate of Formation for a customer on Day 3-5 of the formation timeline, that act is the entity formation. The LLC legally exists from the date Delaware accepts the filing.
Common pitfalls
- Confusing entity formation (creating the legal entity) with business setup (banking, EIN, contracts) which happens after formation.
- Some founders treat the registered agent appointment as separate from formation; it is part of the same Certificate filing.