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STATE OF [STATE]

CERTIFICATE OF FORMATION

OF

[COMPANY NAME], LLC

(A Limited Liability Company)

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[// GUIDANCE: This template is based on Delaware requirements. MOST states provide official forms that must be used. Always check your state's Secretary of State website for:
- Official forms (required in many states)
- Current filing fees
- Expedited processing options
- Online filing availability
- Name availability search tools]

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ARTICLE I - NAME

The name of the limited liability company is:

[COMPANY NAME], LLC

[// GUIDANCE (Delaware): The name must contain "Limited Liability Company" or an abbreviation ("LLC" or "L.L.C."). 6 Del. C. Section 18-102. Check name availability at the Delaware Division of Corporations website before filing.]

[// GUIDANCE (Name Requirements): Most states require:
- The name must include "Limited Liability Company," "LLC," "L.L.C.," or similar designation
- The name must be distinguishable from other entities registered in the state
- Certain words may be restricted (e.g., "Bank," "Insurance," "Trust") and require approval]

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ARTICLE II - REGISTERED OFFICE AND REGISTERED AGENT

The address of the registered office of the limited liability company in the State of [STATE] is:

[STREET ADDRESS]
[CITY], [STATE] [ZIP CODE]
County of [COUNTY]

The name of the registered agent at such address is:

[REGISTERED AGENT NAME]

[// GUIDANCE (Delaware): 6 Del. C. Section 18-104 requires a registered office and registered agent in Delaware. The registered agent must be either (i) an individual resident of Delaware or (ii) a domestic or foreign corporation, LP, LLC, or business trust authorized to transact business in Delaware.]

[// GUIDANCE (Delaware 2025 Amendment): Per 6 Del. C. Section 18-104, as amended effective August 1, 2025, a registered agent may not perform its duties or functions solely through the use of a virtual office, the retention of a mail forwarding service, or both.]

[// GUIDANCE (Registered Agent): Most states require:
- A physical street address (not a P.O. Box)
- The agent must be available during business hours to receive service of process
- Many businesses use professional registered agent services]

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ARTICLE III - PURPOSE (OPTIONAL)

☐ General Purpose (Recommended):

The purpose of the limited liability company is to engage in any lawful act or activity for which limited liability companies may be formed under the [STATE] Limited Liability Company Act.

☐ Specific Purpose:

The purpose of the limited liability company is to [DESCRIBE SPECIFIC BUSINESS PURPOSE].

[// GUIDANCE (Delaware): A purpose clause is not required in Delaware. If included, a broad purpose clause is recommended to provide maximum flexibility. 6 Del. C. Section 18-106.]

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ARTICLE IV - MEMBERS/MANAGERS (OPTIONAL IN MANY STATES)

☐ Member-Managed:

The limited liability company is member-managed.

☐ Manager-Managed:

The limited liability company is manager-managed.

[// GUIDANCE: Delaware does not require disclosure of management structure in the Certificate of Formation. Some states require this information. The Operating Agreement should clearly specify the management structure.]

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ARTICLE V - ORGANIZER / AUTHORIZED PERSON

The name and address of each organizer (or authorized person) is:

Name: [ORGANIZER NAME]
Address: [ORGANIZER ADDRESS]

[// GUIDANCE (Delaware): The Certificate of Formation must be signed by an "authorized person." 6 Del. C. Section 18-201. The authorized person need not be a member.]

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ARTICLE VI - EFFECTIVE DATE (OPTIONAL)

☐ Effective Upon Filing: This Certificate of Formation shall be effective upon filing with the Secretary of State.

☐ Delayed Effective Date: This Certificate of Formation shall be effective on [DATE] at [TIME] (not more than 90 days after filing in Delaware).

[// GUIDANCE (Delaware): 6 Del. C. Section 18-206 permits a delayed effective date up to 90 days after filing.]

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ARTICLE VII - TERM / DURATION (OPTIONAL)

☐ Perpetual: The limited liability company shall have perpetual existence.

☐ Specific Term: The limited liability company shall dissolve on [DATE] or upon the occurrence of [SPECIFIED EVENT].

[// GUIDANCE: Most LLCs have perpetual existence. A specific term may be appropriate for joint ventures or project-based companies.]

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ARTICLE VIII - ADDITIONAL PROVISIONS (OPTIONAL)

[// GUIDANCE: Additional provisions may be included but are not required. Common optional provisions include:
- Series LLC provisions (in states that permit them)
- Restrictions on the authority of members or managers
- Other matters permitted by state law

In Delaware, additional provisions are rare because the Operating Agreement governs internal affairs.]

☐ Series LLC Provision (Delaware Only):

Notice is hereby given that pursuant to 6 Del. C. Section 18-215, the limited liability company agreement of this limited liability company may provide for the establishment of one or more designated series of members, managers, limited liability company interests or assets. The debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular series shall be enforceable against the assets of such series only, and not against the assets of the limited liability company generally or any other series thereof, and, unless otherwise provided in the limited liability company agreement, none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the limited liability company generally or any other series thereof shall be enforceable against the assets of such series.

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EXECUTION

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation on [DATE].

_________________________________________
[ORGANIZER NAME]
Authorized Person / Organizer

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STATE-SPECIFIC FILING INFORMATION

DELAWARE

Filing Office:
Delaware Division of Corporations
John G. Townsend Building
401 Federal Street, Suite 4
Dover, DE 19901
Website: https://corp.delaware.gov

Filing Fee: $90 (as of 2025; verify current fee)

Processing Time:
- Standard: 3-5 business days
- 24-hour expedited: Additional fee
- Same-day: Additional fee

Online Filing: Available through Delaware Division of Corporations website

Annual Requirements:
- Annual franchise tax: $300 (due June 1)
- No annual report required

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OTHER STATES - COMMON REQUIREMENTS

[// GUIDANCE: The following is general information. Always verify current requirements with the relevant Secretary of State.]

Filing Fees (approximate ranges):
- California: $70 (plus $800 annual franchise tax)
- New York: $200 (plus publication requirements)
- Texas: $300
- Florida: $125
- Nevada: $75 (plus business license fee)
- Wyoming: $100

Common Requirements:
- Certificate of Formation / Articles of Organization
- Registered agent designation
- Filing fee
- Some states require publication (e.g., New York, Arizona)
- Some states require initial report or statement of information

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CHECKLIST: BEFORE FILING

Use this checklist to ensure proper LLC formation:

Pre-Filing:
☐ Choose LLC name (check availability in state of formation)
☐ Select registered agent
☐ Determine principal office address
☐ Identify organizer(s) / authorized person(s)
☐ Determine management structure (member-managed vs. manager-managed)
☐ Draft Operating Agreement (for adoption after formation)

Filing:
☐ Complete Certificate of Formation / Articles of Organization
☐ Pay filing fee
☐ Submit to Secretary of State (online or mail)
☐ Obtain filed copy / confirmation

Post-Filing:
☐ Obtain certified copy of filed Certificate
☐ Adopt Operating Agreement
☐ Conduct organizational meeting (document in minutes or written consent)
☐ Obtain EIN from IRS
☐ Open bank account
☐ Make capital contributions
☐ Issue membership certificates (if desired)
☐ Qualify to do business in other states (if applicable)
☐ Obtain required business licenses and permits
☐ Comply with annual reporting and tax requirements

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ALTERNATIVE: WRITTEN CONSENT IN LIEU OF ORGANIZATIONAL MEETING

WRITTEN CONSENT OF THE MEMBERS

OF [COMPANY NAME], LLC

IN LIEU OF ORGANIZATIONAL MEETING

The undersigned, being all of the members of [COMPANY NAME], LLC, a [STATE] limited liability company (the "Company"), hereby consent to the adoption of the following resolutions and the taking of the actions set forth below, effective as of [DATE], in lieu of holding an organizational meeting:

RESOLVED, that the filing of the Certificate of Formation with the [STATE] Secretary of State and the formation of the Company are hereby ratified and approved.

RESOLVED, that the Operating Agreement attached hereto is hereby adopted as the Operating Agreement of the Company.

RESOLVED, that the Company shall be [☐ member-managed / ☐ manager-managed].

[If manager-managed:]
RESOLVED, that the following persons are hereby appointed as the initial Manager(s): [NAMES].

RESOLVED, that the following persons are hereby appointed as officers:
- [CEO/President]: [NAME]
- [Secretary]: [NAME]
- [CFO/Treasurer]: [NAME]

RESOLVED, that the principal office of the Company shall be [ADDRESS].

RESOLVED, that the fiscal year shall end on [December 31 / OTHER DATE].

RESOLVED, that the Company shall be classified as a [☐ partnership / ☐ disregarded entity / ☐ corporation] for federal income tax purposes.

RESOLVED, that [NAME] is designated as Partnership Representative (if applicable).

RESOLVED, that the officers are authorized to open bank accounts, obtain an EIN, and take all actions necessary to organize the Company.

RESOLVED, that all acts taken by the organizer(s) prior to this consent are hereby ratified.

This Written Consent may be executed in counterparts.

Signature	Printed Name	Date
_________________________________	[MEMBER 1]	_____________
_________________________________	[MEMBER 2]	_____________

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[END OF DOCUMENT]