Delaware LLC Certificate of Formation

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Certificate of Formation Overview

Articles of Organization
In this lesson, we will walk you through filing your Delaware LLC Certificate of Formation with the state.

The Certificate of Formation is the document that officially forms your Delaware LLC.

Methods of filing

The Certificate of Formation can be filed online or by mail.

You can file this yourself or you can hire a company to do it for you. If you want to hire a company to form your LLC, check out Best LLC Services in Delaware.

LLC University® recommendation: We recommend filing online because if you choose to expedite your filing, it speeds up the approval time by a few days.

What forms are required to start an LLC in Delaware?

If you want to file online:

  • Complete the Certificate of Formation form.
  • Scan and upload it online.

If you file online, you don’t need to complete the Cover Letter form. This is because you will enter that information directly into the online filing system.

If you want to file by mail:

  • Complete the Certificate of Formation form.
  • Complete the Cover Letter
  • Mail both forms to the state.

Tip: You can complete these forms on the computer and print them out to sign them. Or you can print the form out, and complete it by hand in black ink.

How much does a Delaware LLC cost?

The filing fee for the Delaware LLC Certificate of Formation is $90. This is a one-time fee, and is the same whether you file online or by mail.

How much is an LLC in Delaware shows you all the fees you’ll pay.

You can pay the Delaware LLC filing fee by credit card, debit card, or ACH withdrawal (if you file online) or with a check or money order (if you file by mail).

Note: The “LLC filing fee” (the fee to create a Delaware LLC) is the same thing as the “Certificate of Formation fee”. The Certificate of Formation is the document that, once approved by the Division of Corporations, creates your Delaware LLC.

Need to save time? Hire a company to form your LLC:
Northwest ($39 + state fee) or LegalZoom ($149 + state fee)

(Learn why Northwest is #1 in Northwest vs LegalZoom)

How long will it take the state to approve my Delaware LLC?

It generally takes 10 business days for the state to process your Delaware LLC.

Note: Filing times may take longer due to government delays. For the most up-to-date LLC processing times, check how long does it take to get an LLC in Delaware.

How to get a faster processing time? (Expedited Filing)

If you want your Delaware LLC approved faster than the standard time, you need to pay an expedited filing fee in addition to the $90 base filing fee.

Processing time vs. approval time

The table below shows the expedited filing methods (Priority 1, 2, 3, and 4) and the regular filing method (Priority 7) and how long it takes for your Delaware LLC to be approved.

Processing time: how long it takes for the state to review your filing.

Approval time: how long before you get the LLC approval documents.

Delaware LLC processing & approval times

NameCostProcessing timeLLC approval sent viaMust be received byIn order toApproval time
Priority 7$0 extra ($90 total)10 business daysMailNot applicableNot applicable; the state will process your filing 10 business days after they receive it (regardless of the time it arrives)10 business days (plus mail time) for approval to arrive in the mail
Priority 4$50 extra ($140 total)24 hoursMail7pm EasternGet processed within 24 hours4-6 days for approval to arrive in the mail
Priority 3$100 extra ($190 total)Same dayMail2pm EasternGet processed the same day3-5 days for approval to arrive in the mail
Priority 2$500 extra ($590 total)2 hoursEmail or fax, and mail7pm EasternGet processed in 2 hours2 hours for approval to arrive by email/fax
Priority 1$1,000 extra ($1,090 total)1 hourEmail or fax, and mail9pm EasternGet processed in 1 hour1 hour for approval to arrive by email/fax

Note: There is no such thing as Priority 5 and Priority 6.

Here’s what we think: If you don’t mind waiting 10 business days for your LLC to be approved, just select Priority 7 (non-expedited). In this manner, you’ll pay just $90. If you need your LLC approved faster, pay $50 for Priority 4. This way your LLC will be approved in less than a week and your total costs will be $140 ($90 + $50).

We don’t see much reason for Priority 3. For $50 more, you only save about 1 day. And if you need your LLC approved even faster, then select Priority 2 and pay $590 ($500 + $90).

We can’t really find a good reason to pick Priority 1 and pay $500 more just to have your LLC approved 1 hour faster. The real benefit to Priority 2 and Priority 1 (if you can afford it) is the state will email your LLC approval. The state will not email your LLC approval for any other Priority 3, 4, and 7.

How to complete the Certificate of Formation

Note: These instructions are the same whether you file by mail or online.

First, download the Certificate of Formation:
Delaware Division of Corporations: Certificate of Formation (PDF)

Additional provisions
If you want to add additional provisions to your Certificate of Formation, you can create your own Certificate of Formation document with those provisions as long as it has the 3 required items. Having said that, most filers prefer to send the minimum information to the state and if their LLC has special rules, they place them in the Delaware LLC Operating Agreement.

1. Name of LLC

  • Prior lesson: Make sure you have read the Delaware LLC name search lesson before proceeding. And make sure your desired LLC name is available for use before sending the Certificate of Formation to the state.

Enter your LLC name exactly as you would like it, using your preferred capitalization. You can use a comma or you can leave it out. And your LLC name must have an allowable designator (like “LLC”) at the end.

2. Registered Office and Registered Agent

  • Prior lesson: Make sure you have read the Delaware Registered Agent lesson and understand Is a Registered Agent is a Member of the LLC? Before completing this section, decide who will be your LLC’s Registered Agent. If you plan on hiring a Commercial Registered Agent, you need to do that before listing their information in the Certificate of Formation.

Enter the street address, city, and zip code of your Delaware Registered Agent (PO Boxes aren’t allowed).

Then enter the name of your Delaware Registered Agent.

Signature

Your Delaware LLC Certificate of Formation must be signed by an Authorized Person.

An Authorized Person is any person or company who you authorize to file your Delaware Certificate of Formation. There is no authorization form required. As long as you’ve given someone consent, either in writing via email, by conversation, or by agreeing to a website’s terms of service, that person or company can sign your LLC’s Certificate of Formation as the Authorized Person.

In essence, the Authorized Person is acting in a similar capacity to an LLC Organizer.

An Authorized Person doesn’t have to be an LLC Member, but they can be. Just signing the Certificate of Formation doesn’t make someone an LLC Member. Note that LLC Members are listed in the Delaware LLC Operating Agreement, not the Certificate of Formation.

If you plan on hiring an LLC filing company (we recommend Northwest Registered Agent), they will sign as the Authorized Person.

If you are filing the Certificate of Formation yourself, you can sign as the Authorized Person.

If you’re going to file your Delaware LLC online, skip to the Upload Instructions below.

If you’re going to file your Delaware LLC by mail, continue reading for instructions on preparing the Cover Letter and how to mail the documents.

How to complete the Cover Letter (mail filing only)

Note: The Cover Letter is also called the Cover Sheet, Cover Memo, and Filing Memo. These all refer to the same form.

Download the Cover Letter

Delaware Division of Corporations: Cover Letter (PDF)

Again, this form only needs to be completed on paper if you are filing by mail.

Priority

  • Note: Please see the Delaware LLC processing time table above and decide whether you’d like standard processing (Priority 7) or you’d like to pay more to have your LLC approved faster.

Choose and “shade in” your desired Priority at the top. Think of it like coloring: fill in the entire box, and try not to go outside of the lines.

Submitter’s Information

Note: The Cover Letter is private information. Anything you enter here or anywhere on the Cover Letter will not go on public record.

Company/Firm or Individual’s Name: Enter your name. Don’t enter your LLC name here.

Attention: Leave this section blank.

Return Address: Enter the street address where you’d like the LLC approval sent.

City-State-Zip: Enter the city, state, and zip or postal code.

Country: Enter the country.

Phone: Enter your phone number.

Fax: Enter your fax number (optional).

Email address: Enter your email address. If the fax number is blank, an email address must be entered.

Note regarding Priority 1 and Priority 2: If you are going to pay for Priority 1 ($1,000) or Priority 2 ($500), the state will either fax or email your LLC approval documents (in addition to mailing them to you):

  • If you list a fax number (and no email address), the state will fax your LLC approval.
  • If you list an email address (and no fax number), the state will email your LLC approval.
  • If you list both a fax number and an email address, the state will email your LLC approval.

Account number: Leave this blank.

Document Filing Request Information

Name of Company/Entity: Enter your LLC name as you have it on your Certificate of Formation.

File Number: Leave this blank.

Reservation Number: If you filed an LLC name reservation, you can enter your LLC’s name reservation number here. Most filers don’t reserve an LLC name ahead of time (it’s not required) so they leave this section blank.

Document Type: Enter “Certificate of Formation”.

Other Document Filing Information

Most filers leave the entire “Other Document Filing Information” section blank unless they’ve specifically been asked (i.e. from a bank or from a lender) for a Certified Copy or a Certificate of Good Standing.

Number of certified copies (optional)

A Certified Copy (of your Certificate of Formation) is taking your LLC approval document one step further.

Typically, you’ll receive a stamped and approved copy of your Certificate of Formation (this is your LLC approval). That stamped and approved copy can be taken to banks and other institutions to open accounts and do business. You don’t need the Certified Copy for that.

If you want a certified copy, it’s this stamped and approved Certificate of Formation with a state seal to make it more “official”. The fee for a Certified Copy is $50 + $2 per page.

Certificate of Good Standing (optional)

In this section, you can also purchase a Certificate of Good Standing (Short Form) for $50 or a Certificate of Good Standing (Long Form) for $175.

Short Form vs Long Form
Both forms certify that your LLC is authorized to do business in the state. The Short Form contains basic information such as the LLC name and its good standing status. The Long Form contains the same information as the Short Form, but also lists all of the documents that have been filed for the LLC (ex: annual filings and amendments).

Don’t worry, you don’t need to do this now
Not getting a Certified Copy or a Certificate of Good Standing in no way harms or negatively affects your LLC. Furthermore, if you ever need one in the future (again, it’s rare), you can always order them from the state later.

Method of Return

Most people check off “Regular Mail” which is the standard method of getting your approved documents back.

Alternatively, if you have a prepaid account with FedEx or UPS, you can check off the applicable box. And then enter your account number for the state to return your documents via FedEx or UPS.

Comments/Filing Instructions

You can leave this section blank.

Instructions for mailing the Certificate of Formation and Cover Letter

Prepare payment

Prepare a check or money order payable to “Delaware Secretary of State”.

The filing fee is $90.

If you are paying extra for expedited processing, make sure to add that amount to the $90 and calculate the correct payment total.

Mail documents

Mail your Certificate of Formation, Cover Letter, and check or money order to:

Delaware Division of Corporations
401 Federal Street, Suite 4
Dover, DE 19901

Delaware LLC Secretary of State Division of Corporations

(Delaware Secretary of State, Division of Corporations Building)

Approval time (mail filing)

Your LLC approval time will depend on the Priority method you chose (see processing times above). Regular filings (Priority 7) are processed in 10 business days (plus mail time).

For most filers, your LLC approval documents will be returned by mail to the address you listed on the Cover Letter.

If you paid for Priority 1 or Priority 2 expedited filings, in addition to sending your LLC approval documents by mail, the state will also fax or email your LLC approval documents.

Instructions for filing the Certificate of Formation and Cover Letter online (using eCorp Business Services)

Have your signed and scanned Certificate of Formation ready:

Before you begin, scan your signed and completed Certificate of Formation onto your computer and save in PDF format. You’ll be uploading that PDF on the state’s website.

eCorp Business Services hours

The online filing system (eCorp Business Services) is only available during business hours (including business hours in other US time zones). It shuts down on weekends and when the state offices are closed (holidays, weather events, etc.).

DocUpload is online and available:

  • Monday through Thursday from 7:45am to 11:59pm (Eastern Time)
  • Friday from 7:45am to 10:30pm (Eastern Time)

DocUpload is not available:

  • Saturdays
  • Sundays
  • State holidays
  • Unexpected closures (ex: bad weather)

Get started with eCorp Business Services

  • Visit eCorp Business Services
  • Click “Document Upload
  • A pop-up will appear telling you not to upload a Cover Letter; click “Close” to proceed

Document Priority

Select how quickly you want your LLC Certificate of Formation to be processed. See LLC processing times above for help choosing a priority level.

Submitter Info

Note: The Submitter Information is private information. Anything you enter here will not be listed on public record.

Account number: You can leave this blank.

Submitter name: Enter your name. Don’t enter your LLC name here.

Attention line: Leave this blank.

Address 1: Enter the street address where you’d like the LLC approval sent.

Address 2 and Address 3: If your street address has a unit or suite number, enter that in Address 2. Continue onto Address 3 only if applicable.

City, State, and Postal Code: Enter the city, state, and zip or postal code for the address.

Country: If your mailing address is outside of the USA, check off the “Non US Country” box.

Email address: Enter your email address.

Phone number: Enter your phone number.

Fax: Enter your fax number (optional). If you don’t have a fax number, just leave this blank.

Note regarding Priority 1 and Priority 2: If you are going to pay for Priority 1 ($1,000) or Priority 2 ($500), the state will either fax or email your LLC approval documents (in addition to mailing them to you).

  • If you list a fax number (and no email address), the state will fax your LLC approval.
  • If you list an email address (and no fax number), the state will email your LLC approval.
  • If you list both a fax number and an email address, the state will email your LLC approval

Document Request Type

From the drop down menu, select “Document Filing Request“.

File upload:

Make sure your signed Certificate of Formation is saved in PDF format.

Then click the “Select files” button and upload your PDF of the Certificate of Formation you completed and signed.

Again, you don’t upload a Cover Letter PDF when using DocUpload.

Document Filing

Corporation Name: Enter your LLC name as you have it on your Certificate of Formation.

Corporation Number: Leave this blank. It’s not applicable.

Reservation Number: If you filed an LLC name reservation, you can enter your LLC’s name reservation number here. Most people don’t reserve an LLC name ahead of time (it’s not required) so they leave this section blank.

Document Type: Enter “Certificate of Formation“.

Other Document Filing Information

Most people leave the entire “Other Document Filing Information” section blank unless they’ve specifically been asked (ex: from a bank or from a lender) for a Certified Copy or a Certificate of Good Standing.

Number of certified copies (optional)

A Certified Copy (of your Certificate of Formation) is taking your LLC approval document one step further.

Typically, you’ll receive a stamped and approved copy of your Certificate of Formation (this is your LLC approval). That stamped and approved copy can be taken to banks and other institutions to open accounts and do business. You don’t need the Certified Copy for that.

If you want a certified copy, it’s a stamped and approved Certificate of Formation with a state seal to make it more “official”. The fee for a Certified Copy is $50 + $2 per page.

Certificate of Good Standing (optional)

In this section, you can also purchase a Certificate of Good Standing (Short Form) for $50 or a Certificate of Good Standing (Long Form) for $175.

Short Form vs Long Form
Both forms certify that your LLC is authorized to do business in the state. The Short Form contains basic information such as the LLC name and its good standing status. The Long Form contains the same information as the Short Form, but also lists all of the documents that have been filed for the LLC (ex: annual filings and amendments).

Don’t worry, you don’t need to do this now
Not getting a Certified Copy or a Certificate of Good Standing in no way harms or negatively affects your LLC. Furthermore, if you ever need one in the future (again, it’s rare), you can always order them from the state later.

Method of Return

Select how you want your LLC approval documents returned to you.

Most people select “Regular Mail” from the drop down menu.

Alternatively, if you have a prepaid account with FedEx or UPS, you can list that account number here and the state will send the documents that way.

If you paid for Priority 1 ($1,000) or Priority 2 ($500) Expedited Processing, in addition to the state mailing you a copy of your LLC approval documents, the state will also fax or email your LLC approval documents.

Comments

You can leave this section blank.

Continue

Click “Continue” to proceed to the next step.

A “Review Your Submission” pop-up box will appear. The state is just saying make sure you double-checked your information. To review your filing information one more time, click “Review/Edit“. To proceed, click “Proceed“.

Submit Payment

Note: All the information entered here is private. It is not listed on public record.

Select “ACH” or “Credit card” from the drop down menu. If you choose ACH, you’ll enter your bank account details for an electronic debit. If you want to use a debit card instead, select “credit card”.

Enter your payment information, contact information, and billing information.

Then click “Submit Your Request” and complete the online payment.

Congratulations, your Delaware LLC has been filed for processing!

Now you just need to wait for your LLC to be approved.

Delaware LLC Approval Time

How long it takes for your Delaware LLC to be approved will depend on what processing time you selected for your filing.

If you didn’t pay extra expedited filing, your LLC will be processed in 10 business days. Remember, your documents will be returned by mail (even though you filed online), so add mail time to that estimate.

If you paid for Priority 4 ($50) or Priority 3 ($100), your LLC will be processed either the same day or within 24 hours after the state receives it. Accounting for mail time, you’ll get your LLC approval documents in the mail in about 4-7 days.

If you paid for Priority 2 ($500) or Priority 1 ($1,000) and you didn’t submit your filing over the weekend, your LLC will be processed within 1-2 hours. The state will email or fax your documents shortly thereafter. You’ll have your LLC approval emailed or faxed back to you within 1-3 hours after the state receives your filing. The state will also mail a copy of your LLC approval documents, which will arrive in the mail in 3-5 days.

What is the Delaware LLC approval?

The Delaware LLC approval documents consist of a stamped and approved Certificate of Formation and a Filing Receipt.

Delaware Division of Corporations Contact Information

If you have any questions, you can contact the Delaware Division of Corporations at 302-739-3073.

Their hours are Monday through Friday from 8am to 4:30pm Eastern Time.

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Need to save time?

We recommend hiring a company to form your LLC:
Northwest ($39 + state fee) or LegalZoom ($149 + state fee)

Matt Horwitz
Matt Horwitz
Matt Horwitz is the leading expert on LLC education, and has been teaching for 15 years. He founded LLC University in 2010 after realizing people needed simple and actionable instructions to start an LLC. He's cited by Entrepreneur Magazine, Yahoo Finance, and the US Chamber of Commerce, and was featured by CNBC and InventRight.
 
Matt holds a Bachelor's Degree in business from Drexel University with a concentration in business law. He performs extensive research and analysis to convert state laws into simple instructions anyone can follow to form their LLC - all for free! Read more about Matt Horwitz and LLC University.

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4 comments on “Delaware Filing Forms”

Disclaimer: Nothing on this page shall be interpreted as legal or tax advice. Rules and regulations vary by location. They also change over time and are specific to your situation. Furthermore, this comment section is provided so people can share their thoughts and experience. Please consult a licensed professional if you have legal or tax questions.

  1. This course was extremely easy and very much appreciated!! Thank you!

  2. Just wanted to thank you for this resource. I was definitely feeling overwhelmed, but your step by step instructions have been a life saver.

    • Hi Lisa, you are very welcome. That is so wonderful to hear :)

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