Articles of Organization LLC Delaware

What Are Delaware Articles of Organization?

In Delaware, the document used to officially form a Limited Liability Company (LLC) is known as the "Certificate of Formation." This document is filed with the Delaware Division of Corporations and serves as the foundational legal document that establishes the LLC's existence. The Certificate of Formation provides essential information about the LLC, such as its name, registered agent, and management structure. Filing this document is a critical step in forming an LLC, as it legally registers the business with the state. It's important to note that while the Certificate of Formation establishes the LLC, the internal governance and operational rules are typically outlined in a separate document known as the Operating Agreement.

Are Delaware Articles of Organization Required?

Yes, filing the Certificate of Formation is legally required to form an LLC in Delaware. Without filing this document, an LLC cannot be recognized as a legal entity in the state. Failure to file means the business will not have the legal protections and benefits afforded to LLCs, such as limited liability for its members.

Information Required in Delaware Articles of Organization

Name Requirements

Delaware requires that an LLC's name be distinguishable from other entities registered in the state. The name must include the words "Limited Liability Company" or the abbreviations "LLC" or "L.L.C." to clearly indicate its business structure.

Delaware Registered Agent and Registered Office

Every Delaware LLC must designate a registered agent with a physical address in the state. The registered agent is responsible for receiving legal documents and official correspondence on behalf of the LLC. The agent must consent to this role, ensuring they are available during normal business hours.

Management Structure

Delaware recognizes two management structures for LLCs: member-managed and manager-managed. In a member-managed LLC, all members participate in the decision-making process. In a manager-managed LLC, designated managers handle the day-to-day operations. The choice of management structure affects the authority within the LLC and must be specified in the Certificate of Formation.

Organizer Information

The organizer is the individual or entity responsible for filing the Certificate of Formation. The organizer does not need to be an owner or manager of the LLC but is simply the person who submits the necessary paperwork to the state.

Purpose Statement

Delaware allows for a general purpose statement, meaning the LLC can be formed for any lawful business activity. However, some businesses may choose to include a specific purpose to clarify their business intentions.

Certificate of Formation Effective Date

In Delaware, the Certificate of Formation becomes effective immediately upon filing unless a future effective date is specified. This allows businesses to plan their start date according to their operational needs.

How to File Delaware Articles of Organization

Online

The Certificate of Formation can be filed online through the Delaware Division of Corporations' official website. Online filing is often faster and more convenient, with quicker processing times compared to other methods.

Mail

Alternatively, the Certificate of Formation can be filed by mail using the appropriate state form. Mailed filings generally take longer to process, so businesses should plan accordingly if choosing this method.

Delaware Articles of Organization Filing Fee

The filing fee for submitting the Delaware Certificate of Formation is $90. This fee is paid to the Delaware Division of Corporations at the time of filing.

What Happens After Filing Delaware Articles of Organization?

Once the Certificate of Formation is approved, the LLC is legally formed. The business can then apply for an Employer Identification Number (EIN) from the IRS, set up a business bank account, and adopt an Operating Agreement to outline its internal governance. Delaware issues a physical certificate of formation, and certified copies can be requested if needed.

Common Mistakes When Filing Delaware Articles of Organization

Common mistakes include providing incorrect registered agent details, selecting the wrong management structure, and confusing the Certificate of Formation with the Operating Agreement. Ensuring accuracy in these areas is crucial to avoid delays and ensure proper legal formation.