Form an LLC in Delaware – Certificate of Formation of Limited Liability Company

The Delaware Certificate of Formation of Limited Liability Company must be submitted with a Delaware Cover Letter Memo to the Delaware Secretary of State when an entity wishes to form as a domestic Limited Liability Company. This should be considered a template form thus, if you wish to submit more information to register the forming Delaware Limited Liability Company, you may draw up your own documents. Keep in mind that any information submitted must be permitted by Section 18-201 of the Delaware Limited Liability Company Act. It is strongly recommended to consult with a Delaware Attorney or a Delaware Certified Public Accountant before filing this form or drawing up your own documents.

The Filing Fee for the Delaware Certificate of Formation of a Limited Liability Company is $90.00. Payment may be remitted with a check payable to “Delaware Secretary of State” or with a Credit Card (American Express, Discover, MasterCard, and Visa). You will have a filed stamped copy of the paperwork submitted mailed back to you. Normally the review process would take five to seven business days depending upon the workload of the Delaware Secretary of State however you may expedite this process to 1 Hour, 2 Hour, Same Day, and Twenty-Four Hour Service for an additional fee ($1,000.00 for 1 Hour Service, $500.00 for 2 Hour Service, and a variable fee for Same Day or Twenty Four Hour Service). You may also request a Certified Copy of the materials sent for an additional Fee of $50.00 (Certification Fee). All such requests may be made via the Delaware Filing Memo.

How To File

Download Filing Memo
Download Form

Step 1 – Select the “Download Filing Memo” link to save a blank Delaware Filing Memo Cover Sheet, then select the “Download Form” link to save a blank copy of the Delaware Certificate of Formation of a Limited Liability Company. Both of these forms are PDF files which may be edited using a valid PDF program or printed then filled in with a type writer.

Step 2 – When you are ready to fill in the Delaware Filing Memo, locate the first line. This will contain several boxes, each noting a level of service: Priority 1, Priority 2, Priority 3, Priority 4, and Priority 7. If you wish the documents being filed to be expedited to 1 Hour Service, you will need to pay a $1,000.00 Expediting Fee. If you wish to expedite this filing to 2 Hour Service, you will need to pay a $500.00 Filing Fee. Both Priority 3 (Same Day Service) and Priority 4 (24 Hour Service) will have fees that are dependent on the current day’s workload. You will need to contact the Delaware Secretary of State directly for either of these Fees. Priority 7 will not require an additional Fee as it is not expedited. Note: All Fees mentioned are in addition to the Filing Fee of the Delaware Certificate of Formation for a Limited Liability Company.

Step 3 – The first box, located in the top left corner of the page, is labeled “Submitter’s Information.” Here you must fill in the Submitter’s Full Name (whether it is a company or individual) on the first line. Then, report the Return Address on the second and third lines. The next line, “Attention,” will provide a place to enter the Name of a specific person or office where documents regarding this filing may be sent. On the line beginning with “Phone #,” enter the Phone Number of the Contact Person on the first space and the Fax Number of the Contact Person on the second space. Next, you may report the E-Mail Address the Delaware Secretary of State may use for correspondence. The last line, “Account Number,” should be filled out if the Submitter has filed a document with the Delaware Secretary of State previously. If this does not apply you may leave the “Account Number” line blank.

Step 4 – The next section, “Document Filing Request Information,” applies to those with a File Number. Since this is a new entity filing, it will not apply. You may leave this section blank.

Step 5 – In the box labeled “Other Document Filing Information,” you may report how many Certified Copies of the filing you would like returned to you on the blank line labeled “# of Certified Copies returned.” The line below this will give an opportunity to request any other services not mentioned. Finally on the last line of this box, enter the Check Number and the Total Dollar Amount enclosed.

Step 6 – In the box labeled “Method of Return,” you may choose how you wish to receive the documents being mailed to you from this filing. You may place a mark on the line labeled “Messenger/Pick up,” the line labeled “Express Service Delivery” (and enter the Account Number held with this delivery service on the line labeled “Acct #),  the line labeled “Regular Mail,” or place a mark on the line labeled “Other” and specify the preferred method of delivery on the blank line provided. You may only choose one of these options. Note: The Delaware Secretary of State will not return documents by Fax or by Email.

Step 7 – If you are paying for the Filing Fee and all other applicable fees with a Credit Card, you may enter the Credit Card Information in the box labeled “Credit Card Information.” Begin by selecting the Card Type from the drop down list labeled “Card Type.” Then enter the Credit Card Number in the space provided. Below this you must enter the Expiration Date and the Security Code. Make sure this is exactly as it appears on the card since, any lack of payment will halt the processing of your documents.

Step 8 – If there are any additional instructions that have not been entered previously, you may note them in the box labeled “Comments/Filing Instructions.”

de-filing-memo

Step 9 – Next, open the file you saved when you downloaded the Delaware Certificate of Formation of a Limited Liability Company. Locate the first item on the last page of this document. This is the First Article. Enter the Full Name of the Limited Liability Company being registered by this filing on the blank line provided. Make sure it is unique on the record books and that it bears a company designation appropriate for a Limited Liability Company (L.L.C., LLC, Limited Liability Company, etc.).

Step 10 – In the Second Article, report the Identity and Location of the Delaware Registered Agent obtained for this company. Every Delaware Limited Liability Company must have a Delaware Registered Agent who maintains a Street Address in the State of Delaware and has consented to receive court generated Service of Process documents on behalf of the forming Limited Liability Company. Enter the Physical Street Location of the forming Limited Liability Company’s Delaware Registered Agent on the blank line provided (just before the word “street”). On the next line, enter the City and Zip Code of the Limited Liability Company’s Delaware Registered Agent in the spaces provided. Finally on the last blank lines, in this article, report the Full Name of the Individual or Business of the Limited Liability Company’s Delaware Registered Agent.

Step 11 – Finally, on the first line below the articles, an Authorized Representative of the Delaware Limited Liability Company must Sign his or her Name. Below this, the Signature Party must Print or Type his or her Full Name.

de-domestic-llc

Step 12 – You may Fax or Mail the Delaware Filing Memo Cover Sheet and Delaware Certificate of Formation of Limited Liability Company to the Delaware Secretary of State Division of Corporations. This must be accompanied with Full Payment of the $90.00 Filing Fee plus any other applicable Fees. If you are mailing these documents in, you must provide a Full Payment using a check payable to “Delaware Secretary of State.” If you are filing by Fax, then you must pay these fees with the Credit Card (American Express, Discover, MasterCard, or Visa) information that is entered on the Delaware Filing Memo Cover Sheet.

Fax To:

302.739.3812

Mail To:

Division of Corporations
John G. Townsend Building
401 Federal Street
Suite 4
Dover, DE 19901

Step 13 – There is some follow up paperwork and filings that you must be fulfilled. For instance, you must obtain a Federal Entity Identification Number. Also, you must register with the Department of Finance, obtain the proper Business License, and make sure you have satisfied all other requirements (such as Zoning requirements). All taxes owed will be due on June 1, beginning with the year of formation.