Delaware · Certificate of Formation of Limited Liability Company
Delaware Certificate of Formation for an LLC
The Certificate of Formation is the document that creates a Delaware limited liability company. It is filed with the Delaware Department of State's Division of Corporations under Section 18-201 of the Delaware Limited Liability Company Act, for a $110 fee. Delaware calls it a certificate of formation rather than articles of organization; it does the same job.
It is one of the shortest formation documents in the country: the company's name, its registered agent and office in Delaware, and the signature of an authorized person. No members, managers or business address appear on it. The Division's form is offered as a template only, and filers can draft their own certificate to add other provisions the statute permits.
Have the Certificate of Formation prepared and filed for you
We fill every field the way the Delaware Division of Corporations expects, check the name first and submit it.
Form Your Delaware LLCPrivate filing service, not the Delaware Department of State. The official form and portal are at corp.delaware.gov/document-upload-service-information, and the state's fee is the same if you file there yourself.
What Certificate of Formation Asks For
- 1.1. Name of the limited liability companyExactly as it should appear on the Division's records. Must include Limited Liability Company, L.L.C. or LLC, and must be available on the Division's records; the form asks filers to check availability first.
- 2.2. Registered office and registered agentThe complete street address of the registered office in Delaware, with city and ZIP code, and the name of the registered agent at that address who accepts service of process for the company.
- 3.Authorized person signatureSigned by an authorized person under Section 18-204, with the name typed or printed legibly under the signature. Filing services and registered agents commonly sign as the authorized person.
- 4.Additional provisions (optional)The Division's template holds only what the statute requires. A certificate drafted from scratch can add other information the statute permits.
- 5.Cover letter or submitter informationThe Division asks for a name, address and phone number with each filing so it can make contact if needed. On the online Document Upload Service this is the submitter information section.
Why Delaware Rejects It
- A name that is not available on the Division of Corporations' records.
- A name without Limited Liability Company, L.L.C. or LLC.
- A registered office that is not a Delaware street address, or that is missing the city or ZIP code.
- An unsigned certificate, or a signature with no legible typed or printed name under it.
- A card or ACH account that cannot cover the $110 fee, plus any expedite fee requested, when the Division processes the order. The upload service does not calculate fees and charges only at processing.
A rejection costs days, sometimes a second fee, and in a few states the name you wanted. Our name check and field review happen before the form goes to the Delaware Division of Corporations, which is most of what you pay us for.
After the State Files It
- The Division of Corporations returns a stamped Filed copy of the certificate, with an invoice for the fees charged. A certified copy is $50 more. A standard processing time is not published.
- Delaware offers expedited handling for LLC formations at an added charge set by the state: $50 for 24-hour, $100 for same-day, $500 for 2-hour and $1,000 for 1-hour service under the Division's fee schedule revised August 1, 2026.
- Delaware has no newspaper publication requirement and no annual report for LLCs.
- Instead, every Delaware LLC owes an annual tax of $400, due by June 1 of each year after the year its certificate takes effect. The tax was $300 until 2026 legislation raised it; the first $400 payment is due June 1, 2027. A late payment adds a $200 penalty plus interest of 1.5% a month.
More on filing in Delaware: Delaware LLC filing through Delaware Division of Corporations.
Certificate of Formation Questions
Can I file a Delaware Certificate of Formation online?+
Yes, through the Division of Corporations' Document Upload Service on eCorp, which takes the certificate as a document and charges the fee by card or ACH when the order is processed. No account is needed. It is a submission service: Division staff still review and file the certificate.
Does the certificate list the owners?+
No. Delaware's certificate names only the company, its registered agent and office, and the authorized person who signs. Members and managers are not on the public filing.
Does a Delaware LLC file an annual report?+
No. Delaware LLCs file no annual report. They pay the $400 annual LLC tax by June 1 each year, starting the year after formation.
What does it cost to have you file it?+
One flat service fee plus Delaware filing & processing, which covers the state's $110 fee and the card and portal processing that goes with it. Both lines show on the checkout page before you pay. The $400 annual LLC tax is paid to the state later and is not part of formation.
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America LLC Filing is a private filing service, not affiliated with the Delaware filing office or any government agency.